Common use of Registration and Listing Clause in Contracts

Registration and Listing. The Company shall cause its Common Stock to continue to be registered under Sections 12(b) or 12(g) of the Exchange Act, to comply in all respects with its reporting and filing obligations under the Exchange Act, to comply with all requirements related to any registration statement filed pursuant to this Agreement, and to not take any action or file any document (whether or not permitted by the Securities Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The Company will take all action necessary to continue the listing or trading of its Common Stock on the Trading Market, and as soon as reasonably practicable following the Closing to list all of the Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Conversion Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Purchasers may reasonably request, all to the extent required from time to time to enable the Purchasers to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act. Upon the request of the Purchasers, the Company shall deliver to the Purchasers a written certification of a duly authorized officer as to whether it has complied with the issuer requirements of Rule 144.

Registration and Listing. The Company shall cause its Common Stock to continue to be registered under Sections 12(b) or 12(g) of the Exchange Act, to comply in all respects with its reporting and filing obligations under the Exchange Act, to comply with all requirements related to any registration statement filed pursuant to this Agreement, and to not take any action or file any document (whether or not permitted by the Securities Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The Company will take all action necessary to continue the listing or trading of its Common Stock on the Trading Market, and as soon as reasonably practicable following the Closing to list all of the Conversion Shares and Warrant Shares OTC Bulletin Board or other exchange or market on such Trading Market. The Company further agrees, if the Company applies to have which the Common Stock traded on any other Trading Market, it will include in such application all of the Conversion Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Markettrading. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Purchasers may reasonably request, all to the extent required from time to time to enable the Purchasers to sell the Securities Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act. Upon the request of the Purchasers, the Company shall deliver to the Purchasers a written certification of a duly authorized officer as to whether it has complied with such requirements. Inspection Rights. The Company shall permit, during normal business hours and upon reasonable request and reasonable notice, each Purchaser or any employees, agents or representatives thereof, so long as such Purchaser shall be obligated hereunder to purchase the issuer requirements Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% of Rule 144the total combined voting power of all voting securities then outstanding, for purposes reasonably related to such Purchaser’s interests as a stockholder to examine and make reasonable copies of and extracts from the records and books of account of, and visit and inspect the properties, assets, operations and business of the Company and any subsidiary, and to discuss the affairs, finances and accounts of the Company and any subsidiary with any of its officers, consultants, directors, and key employees.

Registration and Listing. The Company shall cause its Common Stock offer and issuance of the Securities to continue the Subscriber is being made pursuant to be registered under Sections 12(bthe exemptions from the registration provisions of the 1933 Act afforded by Section 4(2) or 12(gand 4(6) of the Exchange Act, to comply in all respects with its reporting 1933 Act and filing obligations under the Exchange Act, to comply with all requirements related to any registration statement filed pursuant to this Agreement, and to not take any action or file any document (whether or not permitted by the Securities Act or the rules Rule 506 of Regulation D promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted hereinthere under. The Company will take all action necessary to continue covenants and agrees with each Subscriber that on or before 30th day after (a) the listing date of filing with the Commission its Annual Report on Form 10-KSB for the year 2007 or trading of its Common Stock on the Trading Market, and as soon as reasonably practicable following (b) the Closing to list all Date, whichever is later (the “Filing Date”), the Company shall prepare and file with the Commission a Registration Statement covering the resale of the Conversion Shares and the Warrant Shares (the “Registrable Securities”) for an offering to be made on such Trading Marketa continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Conversion Shares and Warrant Shares, and will take such other action as is necessary shall use its best commercially reasonable efforts to cause all of the Conversion Shares Registration Statement to become effective and Warrant Shares remain effective as provided herein. The Company shall use its best commercially reasonable efforts to cause the Registration Statement to be listed on such other Trading Market declared effective under the Securities Act as promptly as possiblepossible after the filing thereof, but in any event no later than 120 days from Closing Date, (the “Effective Date”). The Company will take all action reasonably necessary shall use its best efforts to continue keep the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations Registration Statement continuously effective under the bylaws Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold or rules of the Trading Market. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Purchasers (ii) all Registrable Securities may reasonably request, all to the extent required from time to time to enable the Purchasers to sell the Securities be sold immediately without registration under the Securities Act within and without volume restrictions pursuant to Rule 144, as determined by the limitation counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders. In the event that the Company (i) fails to file a Registration Statement covering the resale of the exemptions Registrable Securities, or such Registration Statement is not effective by the Effective Date, or (ii) thereafter fails to cause such Registration Statement to remain effective with respect to the Registrable Securities, as provided by Rule 144 promulgated under for above, the Securities Act. Upon Company shall, at the request of the Purchasersa Subscriber, the Company shall deliver use its best efforts to the Purchasers a written certification of a duly authorized officer as enable such Subscriber to whether it has complied with the issuer requirements of transfer its Registrable Securities pursuant to Rule 144.

Registration and Listing. The Company shall Until the earlier of (i) such time as the Lenders or their respective assigns no longer own Registrable Securities or (ii) the expiration of the Effectiveness Period, the Borrower will cause its the Common Stock to continue to be registered under Sections 12(b) or Section 12(g) of the Exchange Act, to will comply in all respects respects, with its reporting and filing obligations under the Exchange Act, to comply with all requirements related to any registration statement filed pursuant to this Agreement, and to will not take any action or file any document (whether or not permitted by the Securities Exchange Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted hereinobligations. The Company will Borrower shall take all action necessary to continue the listing or trading of its Common Stock on the Trading Market, and as soon as reasonably practicable following the Closing to list all of the Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Conversion Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Purchasers any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable the Purchasers such holder to sell the Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 promulgated under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of the Purchasersany holder of Registrable Securities, the Company Borrower shall deliver to the Purchasers such holder a written certification of a duly authorized officer statement as to whether it has complied with such information and requirements. Until the issuer requirements earlier of Rule 144(i) such time as the Lenders or their respective assigns no longer own Registrable Securities or (ii) the expiration of the Effectiveness Period, the Borrower shall use its reasonable business efforts to continue the listing or trading of the Common Stock on Nasdaq, the Nasdaq National Market or a principal exchange and comply in all respects with the Borrower's reporting, filing and other obligations under the bylaws or rules of Nasdaq and any exchange or market on which shares of the Common Stock are then traded.

Registration and Listing. The Company shall use commercially reasonable efforts cause its Common Stock to continue to be registered under Sections 12(b), 12(g) or 12(g15(d) of the Exchange Act, to comply in all material respects with its reporting and filing obligations under the Exchange Act, to comply with all requirements related to any registration statement filed pursuant to this Agreement, and to not take any action or file any document (whether or not permitted by the Securities Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted hereinunless otherwise required by applicable law, regulation or rule. The Company will take all action necessary use commercially reasonable efforts to continue the listing or trading of its Common Stock on the Trading Market, and as soon as reasonably practicable following the Closing to list all of the Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Conversion Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and listing, trading and/or quotation of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws one or rules more of the OTC Bulletin Board, the OTC Markets Group, Pink Sheets, LLC, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or the New York Stock Exchange MKT, or any successor thereto as the case may be (each, a “Trading Market”). Subject to the terms of the Transaction Documents, the The Company further covenants that it will take such further reasonable action as the Purchasers Purchaser may reasonably request, all to the extent required request from time to time to enable the Purchasers Purchaser to sell the Securities without registration under the Securities Act within pursuant to the limitation of the exemptions exemption provided by Rule 144 promulgated under the Securities Act, including, without limitation, promptly obtaining any required legal opinions from Company counsel at the Company’s expense. Upon the request of the PurchasersPurchaser, the Company shall deliver to the Purchasers Purchaser a written certification of a duly authorized officer as to whether it has complied with the issuer requirements of Rule 144such requirements.

Registration and Listing. The Company shall will cause its Common Stock to continue to be registered under Sections 12(b) or 12(g) of the Exchange Act, to will comply in all respects with its reporting and filing obligations under the Exchange Act, to will comply with all requirements related to any registration statement filed pursuant to this Agreement, and to will not take any action or file any document (whether or not permitted by the Securities Act or the Exchange Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted hereinuntil 30 days after the final Settlement Date for the Shares. The Company will take all action necessary to continue the listing or trading of its Common Stock on the Trading Market, and as soon as reasonably practicable following the Closing to list all of the Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Conversion Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Principal Market and will comply in all respects with the Company’s 's reporting, filing and other obligations under the bylaws or rules of the Trading Market. Subject Principal Market and shall provide the Purchaser with copies of any correspondence to the terms or from such Principal Market which questions or threatens delisting of the Transaction DocumentsCommon Stock, within three (3) Trading Days of the Company's receipt thereof, until the Purchaser has disposed of all of the Shares. The Company will arrange, if necessary, for the qualification of the Common Stock for sale under the laws of such jurisdictions as the Purchaser may designate, will maintain such qualifications in effect so long as required for the distribution of the Common Stock and will pay any fees required by NASD Regulation, Inc., if any, in connection with its review of the offering, provided that, in no event shall the Company further covenants be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it will take to (a) service of process in suits, in any jurisdiction where it is not now so subject or (b) subject it to taxation in any such further action as the Purchasers may reasonably request, all to the extent required from time to time to enable the Purchasers to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act. Upon the request of the Purchasers, the Company shall deliver to the Purchasers a written certification of a duly authorized officer as to whether it has complied with the issuer requirements of Rule 144jurisdiction.

Registration and Listing. The Company shall use commercially reasonable efforts to (i) cause its Common Stock to continue to be registered under Sections 12(b) or 12(g) of the Exchange Act, (ii) to comply in all respects with its reporting and filing obligations under the Exchange Act, to comply with all requirements related to Act and any registration statement filed pursuant to this Agreementapplicable Blue Sky Laws, and (iii) to not take any action or file any document (whether or not permitted by the Securities Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The Company will take all action necessary use commercially reasonable efforts to continue the listing or trading of its Common Stock on the Trading MarketOTC Bulletin Board or any successor market. If the Company enters into a Qualified Financing (as defined below) and grants registration rights with respect to the securities or instruments issued to investors or other participants in the Qualified Financing, the Company shall provide registration rights to the Purchasers with respect to the Securities upon the same terms and conditions as soon as reasonably practicable following those provided to the investors or other participants in the Qualified Financing. For purposes of this Section, “Qualified Financing” means any equity financing providing for the sale and issuance of any shares of Common Stock or securities convertible into Common Stock, except for (i) the issuance of Common Stock upon the exercise or conversion of any Common Stock equivalent outstanding on the Closing Date in accordance with the terms of such Common Stock equivalents as of such date; (ii) the grant of options to list all purchase Common Stock, with exercise prices not less than the closing price of the Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Marketthe date of grant, it will include in such application all which are issued to employees, officers, directors or consultants of the Conversion Shares and Warrant SharesCompany for the primary purpose of soliciting or retaining their employment or service, and will take such other action as is necessary to cause all the issuance of shares of Common Stock upon the exercise thereof; (iii) the issuance of securities in connection with strategic business partnerships or joint ventures, the primary purpose of which, in the reasonable judgment of the Conversion Shares and Warrant Shares Board of Directors, is not to be listed on such other Trading Market as promptly as possibleraise additional capital or (iv) the issuance of securities pursuant to any equipment financing from a bank or similar financial or lending institution approved by the Board of Directors. The Company will take all action reasonably necessary If, prior to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reportingDecember 31, filing and other obligations under the bylaws or rules of the Trading Market. Subject to the terms of the Transaction Documents2010, the Company further covenants that it will take such further action as the Purchasers may reasonably request, all proposes to the extent required from time to time to enable the Purchasers to sell the Securities without file a registration statement under the Securities Act within the limitation with respect to an offering (other than any registration statement relating solely to an underwritten public offering or employee benefit plans or filed in connection with an exchange offer) of the exemptions provided by Rule 144 promulgated under the Securities Act. Upon the request of the Purchasersshares, then the Company shall deliver in each case give written notice of such proposed filing to the Purchasers a written certification as soon as practicable (but no later than ten (10) business days) before the anticipated filing date, and such notice shall offer each Purchaser the opportunity to register such number of a duly authorized officer shares of restricted stock as such Purchaser may request. Each Purchaser desiring to whether it has complied with have Securities included in such registration statement shall so advise the issuer requirements Company in writing within five (5) business days after the date on which the Company’s notice is so given, setting forth the number of Rule 144shares of Securities for which registration is requested.

Registration and Listing. The Unless the Company obtains written consent of Purchasers holding Securities representing more than fifty percent (50%) of all Securities and so long as a Purchaser beneficially owns any of the Securities, the Company shall (a) either (i) cause its Common Stock to continue to be registered under Sections Section 12(b) or 12(g) of the Exchange Act, or (ii) continue to voluntarily file all reports required to be filed as if the Company were so registered, and in any event shall comply in all respects with its reporting and filing obligations under the Exchange Act, to (b) comply with all requirements related to any registration statement filed pursuant to this Agreement, and to (c) not take any action or file any document (whether or not permitted by the Securities Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The Company will take all action necessary to continue the listing or trading of its Common Stock on the Trading Market, and as soon as reasonably practicable following the Closing to list all of the Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Conversion Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Purchasers may reasonably request, all to the extent required from time to time time, to enable the Purchasers to sell the Common Stock of the Company issuable upon exercise or conversion of the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under 144, unless the Company obtains written consent of Purchasers holding Securities Actrepresenting more than fifty percent (50%) of all Securities and so long as a Purchaser beneficially owns any of the Securities. Upon the request of the Purchasers, the Company shall deliver to the Purchasers a written certification of a duly authorized officer as to whether it has complied with the issuer requirements of Rule 144such requirements.

Registration and Listing. The Company shall take all action necessary to cause its the Common Stock Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares and any additional class or series of Company Shares registered under Section 12(b) or 12(g) of the Exchange Act each to continue to be registered as a class of securities under Sections 12(b) or 12(g) of the Exchange ActAct so long as such securities remain outstanding, to shall comply in all respects with its reporting and filing obligations under the Exchange Act, to comply with all requirements related to any registration statement filed pursuant to this Agreement, and to shall not take any action or file any document (whether or not permitted by the Securities Act or the rules promulgated thereunderAct) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The Company will shall take all action necessary to continue the listing or trading of its Common Stock on the Trading Market, and as soon as reasonably practicable following the Closing to list all of the Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Conversion Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares and any additional class or series of Company Shares listed on a Trading Market on the applicable Trading Market (including, without limitation, maintaining sufficient tangible net assets) so long as such securities remain outstanding, and will shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or bylaws, listed securities maintenance standards and other rules and regulations of the FINRA and the applicable Trading Market. Subject The Company shall not take any action which could reasonably be expected to result in the terms delisting or suspension of the Transaction DocumentsCommon Shares, the Company further covenants that it will take such further action as the Purchasers may reasonably request, all to the extent required from time to time to enable the Purchasers to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act. Upon the request of the PurchasersSeries A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares or any additional class or series of Company shall deliver to Shares listed on a Trading Market on the Purchasers a written certification of a duly authorized officer applicable Trading Market so long as to whether it has complied with the issuer requirements of Rule 144such securities remain outstanding.

Registration and Listing. The Company shall will cause its Common Stock to continue to be registered under Sections 12(b) or 12(g) of the Exchange Act, to will comply in all respects with its reporting and filing obligations under the Exchange Act, to will comply with all requirements related to any registration statement filed pursuant to this Agreement, and to will not take any action or file any document (whether or not permitted by the Securities Act or the Exchange Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted hereinuntil 30 days after the final Settlement Date for the Shares. The Company will take all action necessary to continue the listing or trading of its Common Stock on the Trading Market, and as soon as reasonably practicable following the Closing to list all of the Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Conversion Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Principal Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. Subject Principal Market and shall provide the Purchaser with copies of any correspondence to the terms or from such Principal Market which questions or threatens delisting of the Transaction DocumentsCommon Stock, within three (3) Trading Days of the Company’s receipt thereof, until the Purchaser has disposed of all of the Shares. The Company will arrange, if necessary, for the qualification of the Common Stock for sale under the laws of such jurisdictions as the Purchaser may designate, will maintain such qualifications in effect so long as required for the distribution of the Common Stock and will pay any fees required by NASD Regulation, Inc., if any, in connection with its review of the offering, provided that, in no event shall the Company further covenants be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it will take to (a) service of process in suits, in any jurisdiction where it is not now so subject or (b) subject it to taxation in any such further action as the Purchasers may reasonably request, all to the extent required from time to time to enable the Purchasers to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act. Upon the request of the Purchasers, the Company shall deliver to the Purchasers a written certification of a duly authorized officer as to whether it has complied with the issuer requirements of Rule 144jurisdiction.

Registration and Listing. The Company Issuer shall at all times remain subject to the reporting requirements of Section 15(d) of the Exchange Act (whether or not such reporting obligations are then suspended), cause its Common Stock to continue to be registered under Sections Section 12(b) or 12(g(g) of the Exchange Act no later than December 31, 2012 (and, prior to such date, cause all directors and officers to refrain from engaging in any transactions that would result in disgorgement under Section 16(b) of the Exchange Act if the Issuer’s Common Stock were then registered under Section 12(b) or (g) of the Exchange Act), to comply in all respects with its reporting and filing obligations under the Exchange ActAct (except for the timely filing of a report on Form 10-Q for the quarterly period ended March 31, to 2011), comply with all requirements related to any registration statement filed pursuant to this Agreementthe Transaction Documents, and to not take any action or file any document (whether or not permitted by the Securities Act or the Exchange Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities ActAct and, except no later than the Convertibility Date (as permitted hereindefined in the First Lien notes), cause to be available with respect to the Common Stock in each State of the United States an exemption from all blue sky and other trading limitations for secondary transactions and provide evidence thereof to any Investor upon request. The Company Issuer will take all action necessary to continue the listing or trading of its Common Stock at all times on at least one of the Trading OTCQB tier (or, prior to July 1, 2011, any other tier) of the OTC marketplace, the American Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Select Market, the Nasdaq Capital Market or The New York Stock Exchange, Inc. If required, the Issuer will promptly file the “Listing Application” for, or in connection with, the issuance and as soon as reasonably practicable following the Closing to list all delivery of the Conversion Shares, the Warrant Shares and Warrant Shares the shares of Common Stock issued pursuant to those certain amendments dated on such Trading Marketor about May 3, 2011 to the First Lien Notes . The Company further agrees, if issuer acknowledges that the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all Lead Investor is not an affiliate of the Conversion Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Purchasers may reasonably request, all to the extent required from time to time to enable the Purchasers to sell the Securities without registration under the Securities Act Issuer within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act. Upon the request of the Purchasers, the Company shall deliver to the Purchasers a written certification of a duly authorized officer as to whether it has complied with the issuer requirements meaning of Rule 144.

Registration and Listing. The Company shall cause its Common Stock to continue to be registered under Sections 12(b) or 12(g) of the Exchange Act, to comply in all respects with its reporting and filing obligations under the Exchange Act, to comply with all requirements related to any registration statement filed pursuant to this Agreement, and to not take any action or file any document (whether or not permitted by the Securities Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The Company will take all action necessary to continue the listing or trading of its Common Stock on the Trading Market, and as soon as reasonably practicable following the Closing to list all of the Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Conversion Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Purchasers Purchaser may reasonably request, all to the extent required from time to time to enable the Purchasers Purchaser to sell the Securities Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act. Upon the request of the PurchasersPurchaser, the Company shall deliver to the Purchasers Purchaser a written certification of a duly authorized officer as to whether it has complied with the issuer requirements of Rule 144.

Registration and Listing. The Unless the Company obtains written consent of Purchasers holding Preferred Stock representing more than fifty percent (50%) of all Preferred Stock and so long as a Purchaser beneficially owns any of the Preferred Stock, the Company shall (a) either (i) cause its Common Stock to continue to be registered under Sections Section 12(b) or 12(g) of the Exchange Act, or (ii) continue to voluntarily file all reports required to be filed as if the Company were so registered, and in any event shall comply in all respects with its reporting and filing obligations under the Exchange Act, to (b) comply with all requirements related to any registration statement filed pursuant to this Agreement, and to (c) not take any action or file any document (whether or not permitted by the Securities Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The Company will take all action necessary to continue the listing or trading of its Common Stock on the Trading Market, and as soon as reasonably practicable following the Closing to list all of the Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Conversion Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Purchasers may reasonably request, all to the extent required from time to time time, to enable the Purchasers to sell the Securities Common Stock of the Company issuable upon exercise or conversion of the Preferred Stock and/or the Warrants without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under 144, unless the Securities ActCompany obtains written consent of Purchasers holding Preferred Stock representing more than fifty percent (50%) of all Preferred Stock and so long as a Purchaser beneficially owns any of the Preferred Stock. Upon the request of the Purchasers, the Company shall deliver to the Purchasers a written certification of a duly authorized officer as to whether it has complied with the issuer requirements of Rule 144such requirements.

Registration and Listing. The Company MPA shall either (i) cause its Common Stock to continue to be registered under Sections Section 12(b) or 12(g) of the Exchange Act, or (ii) continue to voluntarily file all reports required to be filed as if MPA were so registered. Except with respect to the timeliness of the filing of MPA’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012, MPA shall comply in all respects with its reporting and filing obligations under the Exchange Act, . MPA shall use commercially reasonable efforts to comply with all requirements related to any cause a shelf registration statement filed pursuant on Form S-3 (or another available form) with respect to this Agreementthe resale of the Shares to be declared effective by the Commission no later than July 1, 2014 (or, if earlier, upon the occurrence of an Event of Default) and kept continuously effective thereafter, and to shall keep a prospectus continuously available for the resale of all such Shares until all such Shares have been resold into the market. MPA shall not take any action or file any document (whether or not permitted by the Securities Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The Company MPA will use its commercially reasonable efforts to submit a plan to regain compliance with the continuing listing requirements by August 28, 2012 as directed in the NASDAQ Notice and to address the NASDAQ Notice by filing the Form 10-K for the fiscal year ended March 31, 2012 within such timeframe, and will take all action necessary to continue the listing or trading of its Common Stock on the Trading Market(including, and as soon as reasonably practicable following the Closing to list all without limitation, seeking shareholder approval of the Conversion Shares and Warrant Shares on such Trading Market. The Company further agreesissuance of the Shares, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Conversion Shares and Warrant Shares, and will take such other action as is necessary necessary) to cause all of the Conversion Shares and Warrant Shares to be listed on such the NASDAQ Global Market and/or any other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue exchange on which the listing and trading of its Common Stock is then listed on a Trading Market and will comply in all respects with or before the Company’s reporting, filing and other obligations under the bylaws or rules date of the Trading Marketissuance of such Shares. Subject to the terms of the Transaction Documents, the Company MPA further covenants that it will take such further action as the Purchasers WAC may reasonably request, all to the extent required from time to time time, to enable the Purchasers WAC to sell the Securities Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act144. Upon the request of the PurchasersWAC, the Company MPA shall deliver to the Purchasers WAC a written certification of a duly authorized officer as to whether it has complied with the issuer requirements of Rule 144such requirements.

Registration and Listing. The Company shall cause its Common Stock to continue to be registered under Sections 12(b) or 12(g) of the Exchange Act, to comply in all respects with its reporting and filing obligations under the Exchange Act, to comply with all requirements related to any registration statement filed pursuant to this Agreement, and to not take any action or file any document (whether or not permitted by the Securities Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The Company will take all action necessary to continue the listing or trading of its Common Stock on the Trading Market, and as soon as reasonably practicable following the Closing to list all of the Conversion Acquired Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Conversion Acquired Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Conversion Acquired Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Purchasers Purchaser may reasonably request, all to the extent required from time to time to enable the Purchasers Purchaser to sell the Securities Acquired Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act. Upon the request of the PurchasersPurchaser, the Company shall deliver to the Purchasers Purchaser a written certification of a duly authorized officer as to whether it has complied with the issuer requirements of Rule 144.

Registration and Listing. The Company shall Until such time as no Preferred Shares are outstanding or, if earlier, until the Forced Conversion Date (as defined in the Designation), CIC will cause its the Common Stock Shares to continue to be registered under Sections 12(b) or 12(g) of the Exchange Act, to will comply in all respects with its reporting and filing obligations under the Exchange Act, to comply with all requirements related to any registration statement filed pursuant to this Agreement, and to will not take any action or file any document (whether or not permitted by the Securities Exchange Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under obligations. Until such time as no Preferred Shares are outstanding or, if earlier, until the Exchange Act or Securities ActForced Conversion Date, except as CIC shall, to the extent permitted herein. The Company will take all action necessary to by the rules of NASDAQ, continue the listing or trading of its the Common Stock Shares on the Trading Market, and as soon as reasonably practicable following the Closing to list all of the Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Conversion Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading NASDAQ Small Capitalization Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading or National Market and will comply in all respects with the Company’s CIC's reporting, filing and other obligations under the bylaws or rules of the Trading MarketNASD and NASDAQ and any exchange or market where the Common Shares are then traded. Subject CIC shall cause the Underlying Shares to be listed on the NASDAQ Small Capitalization Market or National Market or such other market on which the Common Shares are then trading if traded on the New York Stock Exchange or American Stock Exchange, prior to the terms Conversion Commencement Date. As used herein and in the Registration Rights Agreement and the Designation, the term "Effective Registration" shall mean that all registration obligations of CIC pursuant to the Registration Rights Agreement have been satisfied, such registration is not subject to any suspension or stop order, the prospectus for the Common Shares issuable upon conversion of the Transaction DocumentsPreferred Shares is current and such Common Shares are listed for trading on the NASDAQ Small Capitalization or National Market, or such other market on which the Company further covenants that it will take Common Shares are then trading if traded on the New York Stock Exchange or American Stock Exchange, and such further action as the Purchasers may reasonably requesttrading has not been suspended for any reason, all and none of CIC or any direct or indirect subsidiary of CIC is subject to the extent required from time to time to enable the Purchasers to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act. Upon the request of the Purchasersany bankruptcy, the Company shall deliver to the Purchasers a written certification of a duly authorized officer as to whether it has complied with the issuer requirements of Rule 144insolvency or similar proceeding.

Registration and Listing. The Company shall (a) either (i) cause its Common Stock to continue to be registered under Sections Section 12(b) or 12(g) of the Exchange Act, or (ii) continue to voluntarily file all reports required to be filed as if the Company were so registered, and in any event shall comply in all respects with its reporting and filing obligations under the Exchange Act, to (b) comply with all requirements related to any registration statement filed pursuant to this Agreement, and to (c) not take any action or file any document (whether or not permitted by the Securities Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The Company will take all action necessary to continue the listing or trading of its Common Stock on the Trading Market, and as soon as reasonably practicable following the Closing to list all of the Conversion Shares and Warrant Shares OTC Bulletin Board or other exchange or market on such Trading Market. The Company further agrees, if the Company applies to have which the Common Stock is trading or may be traded on any other Trading Market, it will include in such application all the future. Upon the request of the Conversion Shares and Warrant SharesPurchasers, and the Company shall deliver to the Purchasers a written certification of a duly authorized officer as to whether it has complied with such requirements. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such other further action as is necessary the Purchasers may reasonably request, all to cause all the extent required from time to time, to enable the Purchasers to sell the Shares without registration under the Securities Act within the limitation of the Conversion Shares and Warrant Shares to be listed on such other Trading Market as promptly as possibleexemptions provided by Rule 144. The Company will take all action reasonably necessary to continue list its Common Stock on the listing NASDAQ or higher exchange as soon as possible after the date hereof and trading the Company agrees to issue an aggregate of 1,000,000 shares of its Common Stock on a Trading Market to the Purchasers, to be divided pro rata among the Purchasers based upon the number of Preferred Shares initially acquired by each Purchaser pursuant to this Agreement, if its Common Stock is not so listed by June 30, 2009 (the “Listing Shares”), or such later date as both the Purchasers and will comply the Company agree to in all respects with writing. The Listing Shares, if issued, shall have the Company’s reporting, filing same demand registration rights as the Warrant Shares and other obligations under the bylaws or rules of same piggy back registration rights as set forth in the Trading MarketRegistration Rights Agreement. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Purchasers may reasonably request, all to the extent required from time to time to enable the Purchasers to sell the Securities Listing Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act. Upon the request of the Purchasers, the Company shall deliver to the Purchasers a written certification of a duly authorized officer as to whether it has complied with the issuer requirements of Rule 144such requirements.

Registration and Listing. The Company shall cause its Beginning at such time as the Common Stock to continue to shall be registered under Sections 12(b) or 12(g) of the Exchange ActAct or the Company is obligated to file periodic reports under Section 15(d) of the Exchange Act (such date, to the “Registration Date”), of which there can be no assurance, the Company shall comply in all respects with its reporting and filing obligations under the Exchange Act, to shall comply with all requirements related to any registration statement filed pursuant to this Agreementregistering any of the Securities for resale, and to shall not voluntarily take any action or file any document (whether or not permitted by the Securities Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or the Securities Act. Beginning at such time as the Common Stock shall be listed or traded on the OTCBB, except as permitted herein. The the OTCQB, the OTCQX or any national securities exchange, of which there can be no assurance, the Company will shall take all action necessary to continue the such listing or trading of its Common Stock on and, if required, will file a “Listing Application” for, or in connection with, the Trading Market, issuance and as soon as reasonably practicable following the Closing to list all delivery of the Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Conversion Shares and Warrant Exercise Shares, and will take such other action as is necessary to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Purchasers a Lender may reasonably request, all to the extent required from time to time to enable the Purchasers such Lender to sell the Securities that have been issued to it without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act; provided, for the avoidance of doubt, that, prior to the Registration Date, the Company shall have no obligation to file reports under the Exchange Act or otherwise provide current public information under Rule 144(c). Upon the request of the PurchasersPlatinum, the Company shall deliver to the Purchasers Lenders a written certification of a duly authorized officer as to whether it has complied with the issuer requirements of Rule 144such requirements.

Registration and Listing. The If the Preferred Shares, or any shares of Common Stock required to be reserved for purposes of exercise of the Class A Warrants as provided in the Class A Warrants, require registration with or approval of any Governmental Authority under any federal or state or other applicable law before such Preferred Shares or Common Stock may be issued or delivered upon exercise of the Class A Warrants, the Company shall will in good faith and as expeditiously as possible endeavor to cause its such Preferred Shares or Common Stock to continue to be duly registered under Sections 12(b) or 12(g) approved, as the case may be, unless such registration or approval is required solely because of a breach of the Exchange Act, to comply Purchaser's representation contained in all respects with its reporting and filing obligations under Sections 6.5 or 6.8. In the Exchange Act, to comply with all requirements related to any registration statement filed pursuant to this Agreementevent that, and to not take so long as, the Common Stock is listed on the NYSE or quoted or listed on any action other national securities exchange or file any document (whether or not NASDAQ, the Company will, if permitted by the Securities Act rules of such system or exchange, quote or list and keep quoted or listed on such exchange or NASDAQ, upon official notice of issuance, all Common Stock issuable or deliverable upon exercise of the rules promulgated thereunderClass A Warrants. In addition, the Company will in good faith and as expeditiously as possible endeavor (i) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under obtain private placement numbers for the Exchange Act or Securities ActClass A Warrants, except as permitted herein. The Company will take all action necessary to continue the listing or trading of its Common Stock on the Trading Market, and as soon as reasonably practicable following the Closing to list all of the Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of issued pursuant to the Conversion Shares exercise thereof and Warrant the Preferred Shares, assigned by the CUSIP Service Bureau of Standard & Poor's Corporation and will take such other action as is necessary to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Purchasers may reasonably request, all to the extent required from time to time to enable the Purchasers to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act. Upon (ii) at the request of the PurchasersPurchaser, to cause the Class A Warrants, the Common Stock issued pursuant to the exercise thereof and Preferred Shares to be eligible for the PORTAL trading system (it being understood that the Company shall deliver not be required to the Purchasers a written certification of a duly authorized officer amend this Agreement in any material way so as to whether it has complied with cause the issuer requirements of Rule 144Common Shares or the Preferred Shares to be eligible to trade on the PORTAL system) and for clearance and settlement through Depository Trust Company.

Registration and Listing. The Company shall RESOLVED FURTHER, that the proper officers of the Corporation be, and each of them hereby is, authorized, for and on behalf of the Corporation, to execute personally or by attorney-in-fact and to cause its Common Stock to continue to be registered filed with the Securities and Exchange Commission a registration statement under Sections 12(b) or 12(g) the Securities Act of 1933, as amended (the "Securities Act"), for the registration of the Preferred Shares issuable upon exercise of the Rights, and thereafter to execute and cause to be filed any amended registration statement or registration statements and amended prospectus or prospectuses, or amendments or supplements to any of the foregoing, and to cause such registration statement and any amendments thereto to become effective in accordance with the Securities Act and the General Rules and Regulations of the Securities and Exchange Commission thereunder. RESOLVED FURTHER, that the Secretary of the Corporation be, and he hereby is, appointed as agent for service of the Corporation with respect to said registration statement with all the powers and functions specified in the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act. RESOLVED FURTHER, that the proper officers of the Corporation be, and each of them hereby is, authorized, jointly and severally, in the name and on behalf of the Corporation, to comply take all such actions and to execute all such documents as they may deem necessary or appropriate in all respects connection with its reporting the issuance of the Rights and filing obligations under the Exchange Act, Preferred Shares issuable upon exercise of the Rights in order to comply with all requirements related to any registration statement filed pursuant to this Agreement, and to not take any action or file any document (whether or not permitted by the Securities Act or and the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Securities Exchange Act or Securities Actof 1934, except as permitted hereinamended. The Company will take all action necessary to continue RESOLVED FURTHER, that the listing or trading proper officers of its Common Stock on the Trading MarketCorporation be, and as soon as reasonably practicable following each of them hereby is, authorized, jointly and severally, in the Closing to list all name and on behalf of the Conversion Shares Corporation, to execute and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such file Such application all of the Conversion Shares and Warrant Sharesor applications, and will amendments and supplements thereto, and take such other action as may be necessary to list the Rights (and, if in the judgment of such officers it is appropriate to do so, the Preferred Shares issuable upon exercise thereof) on any stock exchanges deemed appropriate by such officers of the Corporation, and that the proper officers of the corporation be, and each of them hereby is, authorized to appear before the Securities and Exchange Commission and any such stock exchanges, and to execute such papers and agreements as may be necessary to conform with the requirements of the Securities and Exchange Commission and any such stock exchanges and to effectuate such listing and registration. RESOLVED FURTHER, that the form of Indemnity Agreement required by any stock exchange, indemnifying such stock exchange, and others against loss resulting from reliance on the facsimile signatures of the officers of the Corporation on the Rights (or Preferred Shares issuable upon exercise thereof) be, and it hereby is, approved, and that the proper officers of the Corporation be, and each of them hereby is, authorized to execute and deliver such Indemnity Agreement. SUBSEQUENT ISSUANCE OF RIGHTS RESOLVED FURTHER, that so long as the Rights are attached to the Common Shares as provided in the Rights Agreement, one additional Right shall be delivered with each Common Share that shall become outstanding after December 9, 1998, including but not limited to Common Shares issued upon conversion of any convertible securities of the Corporation and the exercise of options to purchase Common Shares granted by the Corporation. "BLUE SKY" QUALIFICATION RESOLVED FURTHER, that the Board of Directors deems it desirable and in the best interests of the Corporation that, if required by law, the Preferred Shares issuable upon exercise of the Rights be qualified or registered for sale in various jurisdictions; that the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary be, and each of them hereby is, authorized to determine the jurisdictions in which appropriate action shall be taken to qualify or register for sale all or such part of the Preferred Shares issuable upon exercise of the Rights as said officers may deem advisable; that said officers are hereby authorized to perform on behalf of the Corporation any and all such acts as they may deem necessary or advisable in order to comply with the applicable laws of any such jurisdictions, and in connection therewith to execute and file all requisite papers and documents, including, but not limited to; applications, reports, surety bonds, irrevocable consents and appointments of attorneys for service of process; and the execution by such officers of any such papers or documents or the doing by them of any act in connection with the foregoing matters shall conclusively establish their authority therefor and the approval and ratification by the Corporation of the papers and documents so executed and the action so taken. GENERAL RESOLUTIONS RESOLVED FURTHER, that the Board of Directors hereby adopts, as if expressly set forth herein, the form of any resolution required by any authority to be filed in connection with any applications, consents to service, issuer's covenants or other documents if (i) in the opinion of the officers of the Corporation executing the same, the adoption of such resolutions is necessary or desirable and (ii) the Secretary or an Assistant Secretary Of the Corporation evidences such adoption by inserting in the minutes of this meeting Copies of such resolutions, which will thereupon be deemed to cause be adopted by the Board of Directors with the same force and effect as if presented at this meeting. RESOLVED FURTHER, that the proper officers of the Corporation be, and each of them hereby is, authorized and directed, jointly and severally, for and on behalf of the Corporation, to execute and deliver any and all certificates, agreements and other documents, take any and All steps and do any and all things which they may deem necessary or advisable in order to effectuate the purposes of each and all of the Conversion Shares foregoing resolutions. RESOLVED FURTHER, that any actions taken by such officers prior to the date of this meeting that are within the authority conferred hereby are hereby ratified, confirmed and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply approved in all respects with as the Company’s reporting, filing act and other obligations under the bylaws or rules deed of the Trading Market. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Purchasers may reasonably request, all to the extent required from time to time to enable the Purchasers to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act. Upon the request of the Purchasers, the Company shall deliver to the Purchasers a written certification of a duly authorized officer as to whether it has complied with the issuer requirements of Rule 144Corporation.

Registration and Listing. The Company shall (a) either (i) cause its Common Stock to continue to be registered under Sections Section 12(b) or 12(g) of the Exchange Act, or (ii) continue to voluntarily file all reports required to be filed as if the Company were so registered, and in any event shall comply in all respects with its reporting and filing obligations under the Exchange ActAct and the Company shall not cease filing reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination, to (b) comply with all requirements related to any registration statement filed pursuant to this Agreement, and to (c) not take any action or file any document (whether or not permitted by the Securities Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The Company will take all action necessary to continue the listing or trading of its Common Stock on the Trading Market, and as soon as reasonably practicable following the Closing to list all of the Conversion Shares and Warrant Shares OTC Bulletin Board or other exchange or market on such Trading Market. The Company further agrees, if the Company applies to have which the Common Stock is trading or may be traded on any other Trading Market, it will include in such application all the future. Upon the request of the Conversion Shares and Warrant SharesPurchaser, and will take the Company shall deliver to the Purchaser a written certification of a duly authorized officer as to whether it has complied with such other action as is necessary to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Marketrequirements. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Purchasers Purchaser may reasonably request, all to the extent required from time to time time, to enable the Purchasers Purchaser to sell the Securities Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act. Upon the request of the Purchasers, the Company shall deliver to the Purchasers a written certification of a duly authorized officer as to whether it has complied with the issuer requirements of Rule 144.

Registration and Listing. The Unless the Company obtains written consent of Purchasers holding Preferred Stock representing more than fifty percent (50%) of all outstanding Preferred Shares and so long as a Purchaser beneficially owns any shares of the Preferred Stock, the Company shall (a) either (i) cause its Common Stock to continue to be registered under Sections Section 12(b) or 12(g) of the Exchange Act, or (ii) continue to voluntarily file all reports required to be filed as if the Company were so registered, and in any event shall comply in all respects with its reporting and filing obligations under the Exchange Act, to (b) comply with all requirements related to any registration statement filed pursuant to this Agreement, and to (c) not take any action or file any document (whether or not permitted by the Securities Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The Company will take all action necessary to continue the listing or trading of its Common Stock on the Trading Market, and as soon as reasonably practicable following the Closing to list all of the Conversion Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Conversion Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Conversion Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Purchasers may reasonably request, all to the extent required from time to time time, to enable the Purchasers to sell the Securities Common Stock of the Company issuable upon exercise or conversion of the Preferred Stock without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under 144, unless the Securities ActCompany obtains written consent of Purchasers holding Preferred Stock representing more than fifty percent (50%) of all outstanding Preferred Shares and so long as a Purchaser beneficially owns any shares of the Preferred Stock. Upon the request of the Purchasers, the Company shall deliver to the Purchasers a written certification of a duly authorized officer as to whether it has complied with the issuer requirements of Rule 144such requirements.