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 OTC Bulletin Board or other exchange or market on which the Common Stock is trading. 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 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 Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% of the 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 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 OTC Bulletin Board or other exchange or market Trading Market, and as soon as reasonably practicable following the Closing to list all of the Conversion Shares and Warrant Shares on which 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 tradingnecessary 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 Shares 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 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 Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% issuer requirements of the 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 employeesRule 144.

Registration and Listing. The offer and issuance of the Securities to the Subscriber is being made pursuant to the exemptions from the registration provisions of the 1933 Act afforded by Section 4(2) and 4(6) of the 1933 Act and Rule 506 of Regulation D promulgated there under. The Company covenants and agrees with each Subscriber that on or before 30th day after (a) the date of filing with the Commission its Annual Report on Form 10-KSB for the year 2007 or (b) the Closing 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 a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3. The Company shall use its best commercially reasonable efforts to cause its Common Stock the Registration Statement to continue to be registered under Sections 12(b) or 12(g) of the Exchange Act, to comply in all respects with its reporting become effective 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 remain effective as permitted provided herein. The Company will take shall use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than 120 days from Closing Date, (the “Effective Date”). The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all action necessary to continue the listing Registrable Securities have been sold or trading of its Common Stock on the OTC Bulletin Board or other exchange or market on which the Common Stock is trading. 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 Shares 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 a Subscriber, use its best efforts to enable such Subscriber to transfer its Registrable Securities pursuant to Rule 144. (i) If, unless due to a fault of a Subscriber (i) a Registration Statement is not filed on or prior to the PurchasersFiling Date, or (ii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effective Date, (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (ii) the date on which such Event occurs being referred to as “Event Date”), then in addition to any other rights the Subscribers may have hereunder or under applicable law, for all or part of each 30-calendar day period in which any Event remains uncured, the Company shall deliver pay to the Purchasers each Subscriber an amount in cash, as partial liquidated damages and not as a written certification of a duly authorized officer as penalty, equal 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 Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 21.0% of the total combined voting power aggregate purchase price paid by such Subscriber pursuant to this Subscription Agreement for any Registrable Securities then held by such Subscriber that are not otherwise eligible for resale, subject to an overall limit of all voting securities then outstandingpartial liquidated damages in the aggregate of 6% of the aggregate purchase price paid by such Subscriber provided, for purposes reasonably related however, that (a) in the case of (ii), if the Commission does not declare the Registration Statement effective on or before the Effectiveness Date, or (b), if the Commission allows the Registration Statement to such Purchaser’s interests as a stockholder be declared effective at any time before or after the Effectiveness Date, subject to examine and make reasonable copies the withdrawal of and extracts certain Registrable Securities from the records and books of account ofRegistration Statement, and visit and inspect the properties, assets, operations and business reason for (a) or (b) is the SEC’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of any or all of the Registrable Securities, and/or (z) a holder of any Registrable Securities must be named as an underwriter, the Subscribers understand and agree that the Company and any subsidiarymay reduce, on a pro rata basis, the total number of Registrable Securities to be registered on behalf of each such Subscriber, beginning with the Conversion Shares, and the failure to discuss the affairs, finances include such Registrable Securities in any Registration Statement shall not constitute an Event and accounts of the Company and shall not be required to pay any subsidiary partial liquidated damages as described above. However, the Company agrees to make its best commercially reasonable efforts to file a registration statement with respect to any Registrable Securities belonging to any such affected Subscriber as soon as practicable thereafter. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of its officers, consultants, directors, and key employeesa month prior to the cure of an Event.

Registration and Listing. (a) The Company shall cause its Common Stock prepare and file with the Commission a registration statement with respect to continue to be registered under Sections 12(b) or 12(g) all of the Exchange ActShares and all of the shares issued to the Investor, if any, pursuant to comply in all respects with its reporting Sections 4.06 or 4.07, below (collectively, the "Registrable Shares") and filing obligations under the Exchange Act, shall use commercially reasonable efforts to comply with all requirements related to any cause such registration statement filed pursuant to this Agreementbecome effective no later than June 30, and 2003. The Company shall keep such registration statement effective until the earlier to not take any action or file any document occur of (whether or not permitted by i) the expiration of the time period referred to in Rule 144(k) under the Securities Act or the rules promulgated thereunder) with respect 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 OTC Bulletin Board or other exchange or market on which the Common Stock is trading. Subject to the terms beneficial holders of the Transaction Documents, Registrable Shares other than affiliates of the Company further covenants that it will take and (ii) such further action time as all of the Purchasers may reasonably request, all to the extent required from time to time to enable the Purchasers to sell the Registrable Shares have been sold or are otherwise freely tradable without registration under the Securities Act within Act. (b) The Company shall prepare and file with the limitation Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the exemptions provided by Rule 144 promulgated under Securities Act with respect to the disposition of all the Registrable Shares. (c) The Company shall furnish to the Investor such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act. Upon , and such other documents as it may reasonably request in order to facilitate the request disposition of the PurchasersRegistrable Shares. (d) The Company shall use commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities laws of such jurisdictions in the United States as shall be reasonably requested by the Investor; PROVIDED THAT the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (e) In the event of any underwritten public offering, the Company shall deliver enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. If the underwriter in such offering requests the delivery of a "comfort letter" from the Company's independent auditors or the delivery of an opinion of counsel to the Purchasers a written certification Company, the costs of a duly authorized officer as to whether it has complied with such requirementscomfort letter or opinion shall be borne by the Investor. Inspection Rights. The Investor shall also enter into and perform its obligations under such an agreement. (f) The Company shall permitnotify the Investor when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, during normal business hours as then in effect, includes 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 not misleading in the light of the circumstances then existing. (g) The Company shall use commercially reasonable efforts to cause all Registrable Shares to be listed on the American Stock Exchange not later than June 30, 2003. (h) The Company shall perform all the necessary actions to register or qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States and upon reasonable request Puerto Rico as the holder shall reasonably request, and reasonable noticeperform all the necessary actions as may be required in such jurisdictions; provided, each Purchaser or any employeeshowever, agents or representatives thereof, so long as such Purchaser that the Company shall not be obligated hereunder to purchase the Preferred Shares file any general consent to service of process or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% of the total combined voting power of all voting securities then outstanding, for purposes reasonably related to such Purchaser’s interests qualify 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 foreign corporation in 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 employeesjurisdiction.

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 use commercially reasonable efforts to take all action reasonably necessary to continue the listing or listing, trading and/or quotation of its Common Stock on one or more of the OTC Bulletin Board or other exchange or market on which the Common Stock is trading. Subject to the terms of the Transaction DocumentsBoard, 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”). 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 Shares 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 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 Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% of the 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. (a) The Company shall cause its Common Stock prepare and file with the Commission a registration statement with respect to continue to be registered under Sections 12(b) or 12(g) all of the Exchange ActShares and any shares issued to the Investor as result of dividends or stock splits (collectively, the "Registrable Shares") and shall use commercially reasonable efforts to comply in all respects with its reporting and filing obligations under the Exchange Act, to comply with all requirements related to any cause such registration statement filed pursuant to this Agreementbecome effective no later than December 31, and 2003. The Company shall keep such registration statement effective until the earlier to not take any action or file any document occur of (whether or not permitted by i) the expiration of the time period referred to in Rule 144(k) under the Securities Act or the rules promulgated thereunder) with respect 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 OTC Bulletin Board or other exchange or market on which the Common Stock is trading. Subject to the terms beneficial holders of the Transaction Documents, Registrable Shares other than affiliates of the Company further covenants that it will take and (ii) such further action time as all of the Purchasers may reasonably request, all to the extent required from time to time to enable the Purchasers to sell the Registrable Shares have been sold or are otherwise freely tradable without registration under the Securities Act within Act. (b) The Company shall prepare and file with the limitation Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the exemptions provided by Rule 144 promulgated under Securities Act with respect to the disposition of all the Registrable Shares. (c) The Company shall furnish to the Investor such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act. Upon , and such other documents as it may reasonably request in order to facilitate the request disposition of the PurchasersRegistrable Shares. (d) The Company shall use commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities laws of such jurisdictions in the United States as shall be reasonably requested by the Investor; PROVIDED THAT the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (e) In the event of any underwritten public offering, the Company shall deliver enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. If the underwriter in such offering requests the delivery of a "comfort letter" from the Company's independent auditors or the delivery of an opinion of counsel to the Purchasers a written certification Company, the costs of a duly authorized officer as to whether it has complied with such requirementscomfort letter or opinion shall be borne by the Company. Inspection Rights. The Investor shall also enter into and perform its obligations under such an agreement. (f) The Company shall permitnotify the Investor when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, during normal business hours and upon reasonable request and reasonable noticeas then in effect, each Purchaser includes an untrue statement of a material fact or any employees, agents omits to state a material fact required to be stated therein or representatives thereof, so long as such Purchaser shall be obligated hereunder necessary to purchase make the Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, statements therein not misleading in the aggregate, represent more than 2% light of the total combined voting power of circumstances then existing. (g) The Company shall use commercially reasonable efforts to cause all voting securities then outstandingRegistrable Shares to be listed on the American Stock Exchange not later than December 31, 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 employees2003.

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 OTC Bulletin Board Principal Market and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or other exchange rules of the Principal Market and shall provide the Purchaser with copies of any correspondence to or market on from such Principal Market which questions or threatens delisting of the Common 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 is trading. Subject to for sale under the terms laws of the Transaction Documents, the Company further covenants that it will take such further action jurisdictions as the Purchasers Purchaser may reasonably requestdesignate, all to 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 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 will maintain 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, qualifications in effect so long as such Purchaser 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 be obligated hereunder to purchase the Preferred Shares qualify to do business in any jurisdiction where it is not now so qualified or shall beneficially own to take any Preferred Shares, or shall own Conversion Shares whichaction that would subject it to (a) service of process in suits, in the aggregate, represent more than 2% of the total combined voting power of all voting securities then outstanding, for purposes reasonably related any jurisdiction where it is not now so subject or (b) subject it to taxation in any 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 employeesjurisdiction.

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 OTC 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 exchange 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 those provided to the investors or market 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 which the Closing Date in accordance with the terms of such Common Stock equivalents as of such date; (ii) the grant of options to purchase Common Stock, with exercise prices not less than the closing price of the Common Stock is trading. Subject on the date of grant, which are issued to the terms employees, officers, directors or consultants of the Transaction DocumentsCompany for the primary purpose of soliciting or retaining their employment or service, and 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 Board of Directors, is not to raise 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. If, prior to December 31, 2010, 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 Shares 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 of a duly authorized officer as to whether it has complied with soon as practicable (but no later than ten (10) business days) before the anticipated filing date, and such requirements. Inspection Rights. The Company notice shall permit, during normal business hours and upon reasonable request and reasonable notice, offer each Purchaser or any employees, agents or representatives thereof, so long the opportunity to register such number of shares of restricted stock as such Purchaser may request. Each Purchaser desiring to have Securities included in such registration statement shall be obligated hereunder to purchase the Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% of the 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 so advise the Company and any subsidiaryin writing within five (5) business days after the date on which the Company’s notice is so given, and to discuss setting forth the affairs, finances and accounts number of the Company and any subsidiary with any shares of its officers, consultants, directors, and key employeesSecurities for which registration is requested.

Registration and Listing. (a) The Company shall cause its Common Stock prepare and file with the Commission a registration statement with respect to continue to be registered under Sections 12(b) or 12(g) all of the Exchange ActShares and any shares issued to the Investor as result of dividends or stock splits (collectively, the "Registrable Shares") and shall use commercially reasonable efforts to comply in all respects with its reporting and filing obligations under the Exchange Act, to comply with all requirements related to any cause such registration statement filed pursuant to this Agreementbecome effective no later than December 31, and 2003. The Company shall keep such registration statement effective until the earlier to not take any action or file any document occur of (whether or not permitted by i) the expiration of the time period referred to in Rule 144(k) under the Securities Act or the rules promulgated thereunder) with respect 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 OTC Bulletin Board or other exchange or market on which the Common Stock is trading. Subject to the terms beneficial holders of the Transaction Documents, Registrable Shares other than affiliates of the Company further covenants that it will take and (ii) such further action time as all of the Purchasers may reasonably request, all to the extent required from time to time to enable the Purchasers to sell the Registrable Shares have been sold or are otherwise freely tradable without registration under the Securities Act within Act. (b) The Company shall prepare and file with the limitation Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the exemptions provided by Rule 144 promulgated under Securities Act with respect to the disposition of all the Registrable Shares. (c) The Company shall furnish to the Investor such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act. Upon , and such other documents as it may reasonably request in order to facilitate the request disposition of the PurchasersRegistrable Shares. (d) The Company shall use commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities laws of such jurisdictions in the United States as shall be reasonably requested by the Investor; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (e) In the event of any underwritten public offering, the Company shall deliver enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. If the underwriter in such offering requests the delivery of a "comfort letter" from the Company's independent auditors or the delivery of an opinion of counsel to the Purchasers a written certification Company, the costs of a duly authorized officer as to whether it has complied with such requirementscomfort letter or opinion shall be borne by the Company. Inspection Rights. The Investor shall also enter into and perform its obligations under such an agreement. (f) The Company shall permitnotify the Investor when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, during normal business hours and upon reasonable request and reasonable noticeas then in effect, each Purchaser includes an untrue statement of a material fact or any employees, agents omits to state a material fact required to be stated therein or representatives thereof, so long as such Purchaser shall be obligated hereunder necessary to purchase make the Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, statements therein not misleading in the aggregate, represent more than 2% light of the total combined voting power of circumstances then existing. (g) The Company shall use commercially reasonable efforts to cause all voting securities then outstandingRegistrable Shares to be listed on the American Stock Exchange not later than December 31, 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 employees2003.

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 OTC Bulletin Board or other exchange or market on which the Common Stock is trading. 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 Shares 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. Inspection Rights. The Company shall permit, during normal business hours and upon reasonable request and reasonable notice, each Purchaser Until the earlier of (i) such time as the Lenders or any employees, agents their respective assigns no longer own Registrable Securities or representatives thereof, so long as such Purchaser shall be obligated hereunder to purchase (ii) the Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% expiration of the total combined voting power of all voting securities then outstandingEffectiveness Period, for purposes reasonably related the Borrower shall use its reasonable business efforts to such Purchaser’s interests as a stockholder to examine and make reasonable copies of and extracts from continue the records and books of account of, and visit and inspect the properties, assets, operations and business listing or trading of the Company 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 subsidiary, and to discuss the affairs, finances and accounts exchange or market on which shares of the Company and any subsidiary with any of its officers, consultants, directors, and key employeesCommon Stock are then traded.

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 OTC Bulletin Board or other exchange or market on which the Common Stock is trading. 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 Shares 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 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 Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% of the 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 (a) In the event the Company determines, in its sole discretion, to register a public offering of its securities under the Securities Act, or in the alternative, grants registration and related rights to another shareholder without registering a public offering, the Company shall provide the Purchaser registration and related rights with respect to the Shares and the Warrant Shares which shall include reasonable and customary indemnification, filing delay agreements, agreement not to sell, underwriting and the like, on terms as favorable to the Purchaser as are granted to any current or future stockholder of the Company and in connection therewith the Purchaser and the Company shall agree to such other registration rights as are reasonable and customary, including indemnification, filing delay provisions, agreement not to sell, underwriting arrangements and the like. The rights of the Purchaser under this Section 4.2(a) shall inure to the benefit of the transferee in the case of a transfer to an affiliate or to a transferee of Shares and/or Warrants representing at least twenty-five percent (25%) of the Common Stock (including Common Stock issuable upon exercise of the Warrants) purchased hereunder. The registration obligations of the Company shall terminate five (5) years after the date hereof. (b) If any shares of Common Stock issued or issuable hereunder (the "Registrable Shares") require registration with or approval of ------------------- any governmental authority under any federal or state or other applicable law before such Common Stock may be issued or delivered, WWAT will in good faith and as expeditiously as possible endeavor to cause its such Common Stock to continue to be duly registered under Sections 12(b) or 12(g) of approved, as the Exchange Actcase may be, 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 unless such registration or to terminate or suspend its reporting and filing obligations under approval is required solely because of a breach of a Purchaser's representation contained in Article 3. So long as 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 is quoted on the OTC Bulletin Board Board, NASDAQ or other listed on any national securities exchange, WWAT will, if permitted by the rules of such system or exchange, quote or list and keep quoted or listed on such system or exchange or market on which the all Common Stock is trading. 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 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 issued or any employees, agents or representatives thereof, so long as such Purchaser shall be obligated hereunder to purchase the Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% of the 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 employeesissuable hereunder.

Registration and Listing. (a) If the Board determines that it is necessary for the Company to file a registration statement in order for the Warrants or the Common Shares issuable upon exercise of the Warrants to be freely transferable, then no later than 90 days from the issuance of the Warrants, the Company agrees to use commercially reasonable efforts to cause to be filed pursuant to the Securities Act a registration statement covering the resale of the Warrants and such Common Shares (the “Shelf Registration Statement”). The Company agrees to use commercially reasonable efforts to cause the Shelf Registration Statement to become effective thereafter and to remain effective until the earlier of (i) such time as all Warrants and such Common Shares have been exercised, (ii) such time as the Warrants and such Common Shares are freely transferable pursuant to Rule 144, and (iii) the Expiration Date. The Company shall cause its Common Stock to continue to be registered under Sections 12(b) or 12(g) promptly inform the Warrant Agent of any change in the status of the Exchange Act, to comply in all respects with its reporting and filing obligations under effectiveness or availability of the Exchange Act, to comply with all requirements related to Shelf Registration Statement. (b) Notwithstanding any registration statement filed pursuant to other provision of 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 OTC Bulletin Board or other exchange or market on which the Common Stock is trading. 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 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 not be required to file a registration statement (or any amendment thereto) or, if the Company has filed a Shelf Registration Statement, the Company shall be entitled to suspend the offer and sale of Warrants or the Common Shares issuable upon exercise of the Warrants pursuant to such Shelf Registration Statement for a period of up to 60 days, (i) if the Board determines that such postponement or suspension, as applicable, is in the best interest of the Company due to a pending transaction involving the Company (including a pending securities offering by the Company), (ii) if the Board determines such registration would render the Company unable to comply with applicable securities laws, (iii) if the Board determines such registration would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, (iv) upon issuance by the SEC of a stop order suspending the effectiveness of such Shelf Registration Statement or upon the receipt by the Company of any notification with respect to the Purchasers suspension of the qualification or exemption from qualification of the Warrants or the Common Shares issuable upon exercise of the Warrants for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (v) if the Company elects at such time to offer any equity securities of the Company to (A) fund a written certification merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (B) meet rating agency and other capital funding requirements, (vi) if the Company is pursuing a primary underwritten offering of equity securities pursuant to a registration statement or a private placements of its equity securities or equity-linked securities, (vii) upon the occurrence of any event or any passage of time that makes any statement made in such Shelf Registration Statement (or any related Prospectus) untrue in any material respect or that requires any revisions thereto so that it will not contain any untrue statement of a duly authorized officer as material fact or omit to whether it has complied state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (viii) if any other material development would materially and adversely interfere with the use of such requirementsShelf Registration Statement (any such period, a “Blackout Period”); provided, however, that in no event shall such Blackout Periods collectively exceed an aggregate of 120 days in any 12-month period. Inspection RightsEach Beneficial Owner of Warrants agrees, that upon receipt of a notice from the Company of a Blackout Period, such Beneficial Owner shall forthwith discontinue disposition of Warrants under the Shelf Registration Statement until the Company confirms the expiration thereof. The Company shall permitmay provide appropriate stop orders to enforce such restrictions. (c) All expenses incident to the Company’s performance of or compliance with its obligations under this Section 5.05 will be borne by the Company, during normal business hours including without limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority registration and upon reasonable request filing fees, (ii) all expenses of any Persons incurred by or on behalf of the Company in preparing or assisting in preparing, printing and reasonable notice, each Purchaser distributing the Shelf Registration Statement or any employeesother registration statement, agents prospectus, any amendments or representatives thereofsupplements thereto and other documents relating to the performance of and compliance with this Section 5.05, so long (iv) the fees and disbursements of counsel for the Company and the Warrant Agent as agreed and (v) any fees and disbursements of the independent public accountants of the Company incident to such Purchaser performance and compliance. (d) The Company will notify such Beneficial Owners who are included in a Shelf Registration Statement as promptly as reasonably practicable: (i)(A) when Prospectus or any prospectus supplement or post-effective amendment to a Shelf Registration Statement in which such Beneficial Owner is included has been filed; (B) when the SEC notifies the Company whether there will be a review of the applicable Shelf Registration Statement and whenever the SEC comments in writing on such Shelf Registration Statement (in which case the Company shall be obligated hereunder provide true and complete copies thereof and all written responses thereto to purchase each of such Beneficial Owners that pertain to such Beneficial Owners as selling stockholders); and (C) with respect to each applicable Shelf Registration Statement or any post-effective amendment thereto, when the Preferred same has been declared effective; (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Shelf Registration Statement or Prospectus or for additional information that pertains to such Beneficial Owners as sellers of the Warrants or the Common Shares issuable upon exercise of the Warrants; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Shelf Registration Statement covering any or shall beneficially own all of the Warrants or the Common Shares issuable upon exercise of the Warrants or the initiation of any Preferred Sharesproceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Warrants or the Common Shares issuable upon exercise of the Warrants for sale in any jurisdiction, or shall own Conversion Shares whichthe initiation or threatening of any proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes any statement made in such Shelf Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Shelf Registration Statement, Prospectus or other documents so that, in the aggregatecase of such Shelf Registration Statement or the Prospectus, represent more than 2% as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the total combined voting power circumstances under which they were made, not misleading (provided, however, that no notice by the Company shall be required pursuant to this clause (v) in the event that the Company either promptly files a prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Shelf Registration Statement, which in either case, contains the requisite information that results in such Shelf Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading). (e) The right of any Beneficial Owner to include their Warrants or the Common Shares issuable upon exercise of the Warrants in a Shelf Registration Statement or any Prospectus or prospectus supplement shall be conditioned upon the Beneficial Owner furnishing to the Company such information the Company deems is reasonably necessary for any Shelf Registration Statement or any Prospectus or prospectus supplement including, without limitation, the completion and execution of all voting securities then outstandingquestionnaires, for purposes reasonably related to such Purchaser’s interests as a stockholder to examine powers of attorney, indemnities, underwriter lock-up agreements (if requested by the Company) and make reasonable copies other documents and information regarding the distribution of and extracts from their Warrants or the records and books Common Shares issuable upon exercise of account ofthe of the Warrants, and visit and inspect if any Holder does not do so after prompt written request by the propertiesCompany, assetsthen the Company will not be required to register any shares of Common Shares of the Beneficial Owner in a Shelf Registration Statement. (f) Following the Shelf Registration Statement being declared effective by the SEC, operations and business if the Board determines that it is in the best interests of the Company and any subsidiary, and to discuss for the affairs, finances and accounts Warrants or the Common Shares issuable upon exercise of the Warrants to be listed on a national securities exchange, the Company and any subsidiary with any of agrees to use its officers, consultants, directors, and key employeescommercially reasonable efforts to list the Warrants on the stock exchange on which the Company’s Common Shares are then listed or such other national securities exchange as the Board may select as soon as commercially practicable thereafter.

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 OTC Bulletin Board or other exchange or market on which the Common Stock is trading. 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 Shares 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 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 Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% of the 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 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) of approved, as the Exchange Actcase may be, 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 unless such registration or to terminate approval is required solely because of a breach of the Purchaser's representation contained in Sections 6.5 or suspend its reporting 6.8. In the event that, and filing obligations under the Exchange Act or Securities Actso long as, except as permitted herein. The Company will take all action necessary to continue the listing or trading of its Common Stock on the OTC Bulletin Board or other exchange or market on which the Common Stock is trading. Subject to listed on the terms of the Transaction DocumentsNYSE or quoted or listed on any other national securities exchange or NASDAQ, the Company further covenants that it will take will, if permitted by the rules of such further action as the Purchasers may reasonably requestsystem 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 Class A Warrants. In addition, the Company will in good faith and as expeditiously as possible endeavor (i) to obtain private placement numbers for the Class A Warrants, the Common Stock issued pursuant to the extent required from time to time to enable exercise thereof and the Purchasers to sell Preferred Shares, assigned by the Shares without registration under the Securities Act within the limitation CUSIP Service Bureau of the exemptions provided by Rule 144 promulgated under the Securities Act. Upon Standard & Poor's Corporation and (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 such requirements. Inspection Rights. The Company shall permit, during normal business hours and upon reasonable request and reasonable notice, each Purchaser cause the Common Shares or any employees, agents or representatives thereof, so long as such Purchaser shall be obligated hereunder to purchase the Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in to be eligible to trade on the aggregate, represent more than 2% of the total combined voting power of all voting securities then outstanding, PORTAL system) and for purposes reasonably related to such Purchaser’s interests as a stockholder to examine clearance 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 employeessettlement through Depository Trust Company.

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 OTC Bulletin Board or other exchange or market Trading Market, and as soon as reasonably practicable following the Closing to list all of the Warrant Shares on which 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 Warrant Shares, and will take such other action as is tradingnecessary to cause all of the 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 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 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 Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% issuer requirements of the 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 employeesRule 144.

Registration and Listing. The Company (a) Subject to Section 3.04, each of Chugai and Gen-Probe shall cooperate in preparing, and Gen-Probe shall file, at such time as Chugai shall specify, such amendments or supplements to the Registration Statement, as may be necessary in order to reflect any amendments, supplements or modifications of this Agreement pursuant to Section 10.13 or to cause its the same to become and remain effective as required by law, including filing such amendments or supplements to the Registration Statement as may be required by the Commission or Federal, state or foreign securities laws. Promptly following the Distribution, Gen-Probe shall file with the Commission a registration statement on Form S-8 to register shares of Gen-Probe Common Stock to continue to be registered under Sections 12(b) or 12(g) issuable upon exercise of the Exchange Act, to comply in all respects with its reporting and filing obligations options granted under the Exchange ActGen-Probe Option Plan and such other registration statements as may be required with respect to other employee benefit plans of Gen-Probe. (b) Gen-Probe shall participate in such presentations to the financial community, Chugai's shareholders and potential Gen-Probe shareholders as Chugai's financial advisors shall deem necessary or desirable. Gen-Probe shall have the right to comply with retain its own financial advisors to participate in such presentations, provided that (x) such financial advisors are acceptable to Chugai and (y) all requirements related fees of such separate financial advisors shall be paid by Gen-Probe. (c) Chugai and Gen-Probe shall prepare and furnish to the holders of Chugai Common Stock the Information Statement and any registration statement filed pursuant to this Agreementsuch other materials as may be required by law, in each case at such times as is determined by Chugai. Chugai and Gen-Probe shall prepare, 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 ActGen-Probe shall, except as permitted herein. The Company will take all action necessary to continue the listing or trading of its Common Stock on the OTC Bulletin Board or other exchange or market on which the Common Stock is trading. 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 under applicable law, file with the Commission any such documentation and any requisite no action letters which Chugai determines, in its sole and absolute discretion, are necessary or desirable to effectuate the Distribution, and Chugai and Gen-Probe shall each use its reasonable efforts to obtain all necessary approvals from time to time to enable the Purchasers to sell the Shares without registration Commission with respect thereto as soon as practicable. (d) Chugai and Gen-Probe shall take all such action as may be necessary or appropriate under the Securities Act within the limitation securities or blue sky laws of the exemptions provided by Rule 144 promulgated United States (and any comparable laws under any foreign jurisdiction) in connection with the Securities Act. Upon Distribution. (e) Chugai and Gen-Probe shall cooperate and take all reasonable steps necessary and appropriate to cause the request conditions set forth in Section 3.05 (subject to Section 3.04 and Section 3.05(a)(vii)) to be satisfied and to effect the Distribution on the Distribution Date. (f) Gen-Probe shall prepare and file, and shall use its reasonable efforts to have approved, an application for the quotation and trading of the PurchasersGen-Probe Common Stock to be distributed in the Distribution on the NASDAQ, the Company subject to official notice of distribution. (g) Gen-Probe shall deliver pay all third party costs, fees and expenses relating to the Purchasers a written certification costs of a duly authorized officer as to whether it has complied with such requirements. Inspection Rights. The Company shall permitproducing, during normal business hours printing, mailing and upon reasonable request otherwise distributing any Registration Statement and reasonable notice, each Purchaser or any employees, agents or representatives thereof, so long as such Purchaser shall be obligated hereunder to purchase the Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, Information Statement and otherwise in the aggregate, represent more than 2% respect of the total combined voting power of all voting securities then outstandingmatters described in Sections 3.01(a), for purposes reasonably related to such Purchaser’s interests as a stockholder to examine (c), (d) 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(f).

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 OTC Bulletin Board or other exchange or market on which the Common Stock is tradingtrading or may be traded in the future. 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. 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 Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. The Company will take all action necessary to list its Common Stock on the NASDAQ or higher exchange as soon as possible after the date hereof and the Company agrees to issue an aggregate of 1,000,000 shares of its Common Stock 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 the Company agree to in writing. The Listing Shares, if issued, shall have the same demand registration rights as the Warrant Shares and the same piggy back registration rights as set forth in the Registration 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 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 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 Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% of the 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 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 and, if required, will file a “Listing Application” for, or in connection with, the issuance and delivery of its Common Stock on the OTC Bulletin Board or other exchange or market on which the Common Stock is tradingConversion and Exercise Shares. 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 Shares 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 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 Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% of the 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 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 OTC Bulletin Board or other exchange or market on which the Common Stock is trading. 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 Shares 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 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 Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% of the 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 (a) So long as a WP Purchaser Beneficially Owns any Securities, the Company shall will cause its the Common Stock to continue at all times to be registered under Sections 12(b) or Section 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 the Exchange Act or Securities Act, except as permitted herein. obligations. (b) The Company will take all action necessary shall use reasonable best efforts (i) to qualify to list its shares of Common Stock on an Approved Market as promptly as practicable following the date hereof; (ii) subject to the qualification for listing set forth in clause (i) hereof, and so long as the WP Purchasers Beneficially Own any Securities, to continue the listing or trading of its the Common Stock on an Approved Market and to comply in all respects with the OTC Bulletin Board Company’s reporting, filing and other obligations under the bylaws or other exchange or market rules of the Approved Market on which the Common Stock is listed for trading; (iii) subject to the qualification for listing set forth in clause (i) hereof, and so long as the WP Purchasers Beneficially Own any Securities, to cause the Conversion Shares to be approved for listing and listed, as applicable, on the Approved Market on which the Common Stock is listed for trading. Subject Notwithstanding the foregoing, in no event shall the Company take any action in furtherance of this Section 5.7(b) that is inconsistent with or in conflict with its other obligations pursuant to this Agreement and the terms Transaction Documents without the prior written consent 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 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 WP 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 pay all fees 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 Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, expenses in the aggregate, represent more than 2% of the 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 connection with any of satisfying its officers, consultants, directors, and key employeesobligations under this Section 5.7.

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 OTC Bulletin Board Principal Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or other exchange rules of the Principal Market and shall provide the Purchaser with copies of any correspondence to or market on from such Principal Market which questions or threatens delisting of the Common 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 is trading. Subject to for sale under the terms laws of the Transaction Documents, the Company further covenants that it will take such further action jurisdictions as the Purchasers Purchaser may reasonably requestdesignate, all to 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 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 will maintain 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, qualifications in effect so long as such Purchaser 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 be obligated hereunder to purchase the Preferred Shares qualify to do business in any jurisdiction where it is not now so qualified or shall beneficially own to take any Preferred Shares, or shall own Conversion Shares whichaction that would subject it to (a) service of process in suits, in the aggregate, represent more than 2% of the total combined voting power of all voting securities then outstanding, for purposes reasonably related any jurisdiction where it is not now so subject or (b) subject it to taxation in any 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 employeesjurisdiction.

Registration and Listing. The (a) So long as a Purchaser Beneficially Owns any Securities, the Company shall will cause its the Common Stock to continue at all times to be registered under Sections Section 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 the Exchange Act or Securities Act, except as permitted herein. obligations. (b) The Company will take all action necessary shall file a registration statement with the Securities and Exchange Commission in accordance with the terms of the Registration Rights Agreement, relating to the offer and sale of the maximum amount of the Registrable Securities (as defined in the Registration Rights Agreement) as provided therein. (c) The Company shall use its reasonable best efforts (i) to qualify to list its shares of Common Stock on an Approved Market as promptly as practicable following the date hereof; (ii) subject to the qualification for listing set forth in clause (i) hereof, and so long as the Purchasers Beneficially Own any Securities, to continue the listing or trading of its the Common Stock on an Approved Market and to comply in all respects with the OTC Bulletin Board Company’s reporting, filing and other obligations under the bylaws or other exchange or market rules of the Approved Market on which the Common Stock is listed for trading. Subject ; (iii) subject to the terms of the Transaction Documentsqualification for listing set forth in clause (i) hereof, the Company further covenants that it will take such further action and so long as the Purchasers may reasonably requestBeneficially Own any Securities, all to cause the extent required from time Series A Conversion Shares to time be approved for listing and listed, as applicable, on the Approved Market on which the Common Stock is listed for trading. Notwithstanding the foregoing, in no event shall the Company take any action in furtherance of this Section 5.8(c) that is inconsistent with or in conflict with its other obligations pursuant to enable this Agreement and the Purchasers to sell Transaction Documents without the 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 prior written consent 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 permitpay all fees and expenses in connection with satisfying its obligations under this Section 5.8, 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 except to purchase the Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, extent set forth in the aggregate, represent more than 2% of the 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 employeesRegistration Rights Agreement.

Registration and Listing. The (a) Subject to Section 2.8(b), the Company shall cause its agrees to use commercially reasonable efforts to keep a registration statement and related prospectus (or multiple registration statements) that complies as to form and substance in all material respects with applicable SEC rules providing for the issuance of the maximum number of shares of Common Stock that could be issued with respect to continue the CVRs continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) during any period that could reasonably be expected to be registered under Sections 12(b) or 12(g) include a CVR Maturity Date until the earlier of the Exchange Act, date and time at which all Preferred Returns have been paid in full to comply all Qualifying CVR Holders in all respects accordance 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 OTC Bulletin Board or other exchange or market on which the Common Stock is trading. Subject to the terms of the Transaction Documents, this Agreement or the Company further covenants determines that it will take such further action as no Preferred Returns are issuable with respect to all outstanding CVRs. (b) Notwithstanding the Purchasers may reasonably request, all to the extent required from time to time to enable the Purchasers to sell the Shares without registration under the Securities Act within the limitation provisions of the exemptions provided by Rule 144 promulgated under the Securities Act. Upon the request of the PurchasersSection 2.8(a), the Company shall deliver be entitled to postpone the Purchasers a written certification effectiveness of any registration statement, and the issuance of any shares of Common Stock in connection with the issuance of any Preferred Returns, if the negotiation or consummation of a duly authorized officer as transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Board of Directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in any such registration statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in any such registration statement would be expected, in the reasonable determination of the Board of Directors, upon the advice of legal counsel, to whether it has complied cause any such registration statement to fail to comply with applicable disclosure requirements (each such requirements. Inspection Rights. circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend any registration statements on more than two occasions or for more than 60 consecutive calendar days, or more than ninety (90) total calendar days, in each case during any 12-month period. (c) The Company shall permit, during normal business hours use commercially reasonable efforts to effect 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 maintain the Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% listing of the total combined voting power of all voting CVRs on the Nasdaq Global Market, New York Stock Exchange (or another national 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 employeesexchange) until this Agreement has been terminated.

Registration and Listing. (a) The Company covenants and agrees with each Subscriber that on or before 30th day after the Closing Date, 2007 (the “Filing Date”), the Company shall prepare and file with the Commission a Registration Statement covering the shares of common stock issuable under this Agreement and issuable upon exercise of the Warrants (the “Registrable Securities”) for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3. The Company shall use its best commercially reasonable efforts to cause its Common Stock the Registration Statement to continue to be registered under Sections 12(b) or 12(g) of the Exchange Act, to comply in all respects with its reporting become effective 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 remain effective as permitted provided herein. The Company will take shall use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than 120 days from Closing Date, 2007 (the “Effective Date”). The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all action necessary to continue the listing Registrable Securities have been sold or trading of its Common Stock on the OTC Bulletin Board or other exchange or market on which the Common Stock is trading. 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 Shares be sold immediately without registration under the Securities Act within and without volume restrictions pursuant to Rule 144(k), 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. (b) If, unless due to a fault of a Subscriber (i) a Registration Statement is not filed on or prior to the exemptions provided Filing Date, or (ii) a Registration Statement filed or required to be filed hereunder is not declared effective by Rule 144 promulgated the Commission on or before the Effectiveness Date, (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (ii) the date on which such Event occurs being referred to as “Event Date”), then in addition to any other rights the Subscribers may have hereunder or under the Securities Act. Upon the request applicable law, for all or part of the Purchaserseach 30-calendar day period in which such applicable Event remains uncured, the Company shall deliver pay to the Purchasers each Subscriber an amount in cash, as partial liquidated damages and not as a written certification of a duly authorized officer as penalty, equal 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 Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 21.0% of the total combined voting power aggregate purchase price paid by such Subscriber pursuant to this Subscription Agreement for any Registrable Securities then held by such Subscriber, subject to an overall limit of all voting securities then outstandingpartial liquidated damages in the aggregate of 10% of the aggregate purchase price paid by such Subscriber; provided, for purposes reasonably related however, that (a) in the case of (ii), if the Commission does not declare the Registration Statement effective on or before the Effectiveness Date, or (b), if the Commission allows the Registration Statement to such Purchaser’s interests as a stockholder be declared effective at any time before or after the Effectiveness Date, subject to examine and make reasonable copies the withdrawal of and extracts certain Registrable Securities from the records and books of account ofRegistration Statement, and visit and inspect the properties, assets, operations and business reason for (a) or (b) is the SEC’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of any or all of the Registrable Securities, and/or (z) a holder of any Registrable Securities must be named as an underwriter, the Subscribers understand and agree that the Company and any subsidiarymay reduce, on a pro rata basis, the total number of Registrable Securities to be registered on behalf of each such Subscriber, beginning with the Warrant Shares, and the failure to discuss the affairs, finances include such Registrable Securities in any Registration Statement shall not constitute an Event and accounts of the Company and shall not be required to pay any subsidiary partial liquidated damages as described above. However, the Company agrees to make its best commercially reasonable efforts to file a registration statement with respect to any Registrable Securities belonging to any such affected Subscriber as soon as practicable thereafter. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of its officers, consultants, directors, and key employeesa month prior to the cure of an Event.

Registration and Listing. 9.1 The Company shall cause its file a registration statement with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable following the conclusion of the Offering covering the resale of the shares of Common Stock to continue to be registered under Sections 12(b) or 12(g) issuable upon the conversion of the Exchange ActSeries A Stock and the exercise of the Warrants issuable upon the exercise of this Option. In addition, the Company shall use reasonable efforts to have such registration statement declared effective by the Commission by no later than March 31, 2004 (the "Target Effective Date"), and to maintain the effectiveness of such registration statement until the third (3rd) anniversary of the closing of this Offering. In the event that the Company fails to have the Commission declare such registration statement effective by the Target Effective Date, then the dividend rate on the shares of Series A Stock receivable upon the exercise of this Option shall increase by 2% for each whole calendar month during which such registration statement is not declared effective by the SEC; provided however, that in no event shall the dividend rate exceed 20%. Upon the effectiveness of such registration statement, the dividend rate shall re-adjust to 11%. In addition to the foregoing, the Company furthermore grants to the Holder any additional "piggyback" or other registration rights granted to the investors in the Offering. 9.2 The Company shall secure the listing of the Common Stock underlying the Units upon each national securities exchange or automated quotation system upon which shares of Common Stock are then listed (subject to official notice of issuance) and shall maintain such listing of shares of Common Stock issued under the terms of the Option. The Company shall at all times comply in all respects with its reporting the Company's reporting, filing and filing other obligations under the Exchange Actby-laws or rules of the National Association of Securities Dealers, to comply with all requirements related to any registration statement filed pursuant to this Agreement, Inc. and to not take any action the NASDAQ SmallCap Market (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 OTC Bulletin Board or other national securities exchange or market on which the Common Stock is trading. Subject may then be listed, as applicable). 9.3 The Company will prepare and file with the SEC such amendments and supplements to the terms registration statement (and the prospectus contained therein) referred to in Section 9.1 above as may be necessary to keep such registration statement effective until the sale of the Transaction Documentssecurities registered thereunder, and shall comply with 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 Shares without registration under provisions of the Securities Act within of 1933, as amended (the limitation of the exemptions provided by Rule 144 promulgated under the Securities "Act. Upon the request of the Purchasers, the Company shall deliver ") with respect to the Purchasers a written certification disposition of a duly authorized officer as to whether it has complied all securities owned by the Holder that are covered by such registration statement during such period in accordance with such requirements. Inspection Rightsthe intended methods of disposition by the Holder. The Company shall permit, during normal business hours and upon reasonable request and reasonable noticeat its own expense will furnish to the Holder such number of copies of such registration statement, each Purchaser or any employeesamendment and supplement thereto, agents or representatives thereof, so long the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Purchaser shall be obligated hereunder the Holder may request in order to purchase facilitate the Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% disposition of the total combined voting power of shares owned by the Holder. 9.4 The Company shall pay all voting securities then outstanding, for purposes reasonably related expenses relating to such Purchaser’s interests as a stockholder to examine the registration 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 employeeslisting obligations set forth in this Section 9.

Registration and Listing. The Company shall Promptly following the Closing, the Corporation will: 7.7.1. Prepare and file with the Commission a registration statement on Form S-1 and/or in any other form required with respect to the Shares and use its best efforts to cause its Common Stock such registration statement to continue become effective as soon as practicable after such filing and to remain effective for the period of distribution contemplated by the Investor; 7.7.2. Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be registered under Sections 12(b) or 12(g) of necessary to keep such registration statement effective for the Exchange Act, to comply period specified in all respects with its reporting clause 7. 7.1. and filing obligations under the Exchange Act, to comply with the provisions of the Securities Act with respect to the disposition of all requirements related securities covered by such registration statement until such time as the Shares registered thereunder have been disposed of in accordance with the intended methods of disposition by the Investor set forth in such registration statement; 7.7.3. Furnish to the Investor such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as the Investor may reasonably request in order to facilitate the disposition of the Shares owned by the Investor; 7.7.4. Use its best efforts to register or qualify such Shares under such other securities laws of such jurisdictions as the Investor reasonably requests and do any and all other acts and things which may be necessary or desirable to enable the Investor to consummate the public sale or other disposition in such jurisdictions of the Shares; 7.7.5. Cause all such Shares to be listed on each securities exchange on which similar securities issued by the Corporation are then listed, or if no similar securities issued by the Corporation are then listed on a securities exchange, a securities exchange (including without limitation the Nasdaq National Market, Inc.) selected by the Corporation and reasonably acceptable to the Investor; 7.7.6. Provide a transfer agent and registrar for all such Shares not later than the effective date of such registration statement; 7.7.7. Enter into such customary agreements (including underwriting agreements) and take all such other actions as the Investor or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Shares; 7.7.8. Make available for inspection by the Investor, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent designated by any the Investor or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, and cause the Corporation's officers, directors, employees and independent accountants to supply all information reasonably requested by the Investor, underwriter, attorney, accountant or agent in connection with such registration statement; 7.7.9. Notify the Investor, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement filed pursuant has been filed; 7.7.10. Notify the Investor of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information; 7.7.11. Prepare and file with the Commission, promptly upon the request of the Investor, any amendments or supplements to this Agreementsuch registration statement or prospectus which, and in the opinion of counsel to not take any action or file any document (whether or not permitted by the Investor, is required under the Securities Act or the rules promulgated thereunder) and regulations thereunder in connection with the distribution of Shares; 7.7.12. Prepare and promptly file with the Commission and promptly notify the Investor of the filing of such amendment or supplement to terminate or suspend such registration statement or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except prospectus as permitted herein. The Company will take all action may be necessary to continue correct any statements or omissions if, at the listing or trading of its Common Stock on the OTC Bulletin Board or other exchange or market on which the Common Stock time when a prospectus relating to such securities is trading. Subject required 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 Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading; 7.7.13. Upon Advise the Investor, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; 7.7.14. At least forty-eight hours prior to the filing of any registration statement or prospectus or any amendment or supplement to such registration statement or prospectus, furnish a copy thereof to the Investor; 7.7.15. Refrain from filing any such registration statement, prospectus, amendment or supplement to which counsel to the Investor shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, unless, in the case of an amendment or supplement, in the opinion of counsel for the Corporation the filing of such amendment or supplement is reasonably necessary to protect the Corporation from any liabilities under any applicable federal or state law and such filing will not violate applicable laws; and 7.7.16. At the request of the PurchasersInvestor in connection with an underwritten offering, furnish on the date or dates provided for in the underwriting agreement: (i) an opinion of counsel, addressed to the underwriters and the Investor, in form and substance satisfactory to such underwriters and the Investor, and (ii) a letter or letters from the independent certified public accountants of the Corporation, addressed to the underwriters and the Investor, in form and substance satisfactory to such underwriters and the Investor, in which letters such accountants shall state, without limiting the generality of the foregoing, that they are independent certified public accountants within the meaning of the Securities Act and that in the opinion of such accountants the financial statements and other financial data of the Corporation included in the registration statement, 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 permitprospectus, during normal business hours and upon reasonable request and reasonable notice, each Purchaser or any employees, agents amendment or representatives thereof, so long as such Purchaser shall be obligated hereunder to purchase supplement thereto comply in all material respects with the Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% applicable accounting requirements of the 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 employeesSecurities Act.

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 (including, without limitation, seeking shareholder approval of the issuance of the Shares, if necessary) to continue cause the listing or trading of its Common Stock Shares to be listed on the OTC Bulletin Board or NASDAQ Global Market and/or any other exchange or market on which the Common Stock is tradingthen listed on or before the date of issuance 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 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 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 Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% of the 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 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 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 OTC Bulletin Board or applicable Trading Market (including, without limitation, maintaining sufficient tangible net assets) so long as such securities remain outstanding, and shall comply with the Company’s reporting, filing and other exchange or market on which obligations under the Common Stock is trading. Subject to the terms bylaws, listed securities maintenance standards and other rules and regulations of the Transaction Documents, FINRA and 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 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 Rightsapplicable Trading Market. The Company shall permitnot take any action which could reasonably be expected to result in the delisting or suspension of the Common Shares, during normal business hours and upon reasonable request and reasonable noticethe Series A Preferred Shares, each Purchaser the Series B Preferred Shares, the Series C Preferred Shares or any employees, agents additional class or representatives thereof, series of Company Shares listed on a Trading Market on the applicable Trading Market so long as such Purchaser shall be obligated hereunder to purchase the Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% of the total combined voting power of all voting securities then remain 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 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 use its reasonable best efforts to continue the listing or trading of its Common Stock on the OTC Bulletin Board Principal Market and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or other exchange rules of the Principal Market and shall provide the Purchaser with copies of any correspondence to or market on from such Principal Market which 13 14 questions or threatens delisting of the Common 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 is trading. Subject to for sale under the terms laws of the Transaction Documents, the Company further covenants that it will take such further action jurisdictions as the Purchasers Purchaser may reasonably requestdesignate, all to 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 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 will maintain 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, qualifications in effect so long as such Purchaser 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 be obligated hereunder to purchase the Preferred Shares qualify to do business in any jurisdiction where it is not now so qualified or shall beneficially own to take any Preferred Shares, or shall own Conversion Shares whichaction that would subject it to (a) service of process in suits, in the aggregate, represent more than 2% of the total combined voting power of all voting securities then outstanding, for purposes reasonably related any jurisdiction where it is not now so subject or (b) subject it to taxation in any 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 employeesjurisdiction.

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 OTC Bulletin Board or other exchange or market Trading Market, and as soon as reasonably practicable following the Closing to list all of the Acquired Shares and Warrant Shares on which 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 Acquired Shares and Warrant Shares, and will take such other action as is tradingnecessary to cause all of the 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 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 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 Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, in the aggregate, represent more than 2% issuer requirements of the 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 employeesRule 144.

Registration and Listing. The (a) So long as a WP Purchaser Beneficially Owns any Securities, the Company shall will cause its the Common Stock to continue at all times to be registered under Sections 12(b) or Section 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 the Exchange Act or Securities Act, except as permitted herein. obligations. (b) The Company will take all action necessary shall use reasonable best efforts (i) to qualify to list its shares of Common Stock on an Approved Market as promptly as practicable following the date hereof; (ii) subject to the qualification for listing set forth in clause (i) hereof, and so long as the WP Purchasers Beneficially Own any Securities, to continue the listing or trading of its the Common Stock on an Approved Market and to comply in all respects with the OTC Bulletin Board Company’s reporting, filing and other obligations under the bylaws or other exchange or market rules of the Approved Market on which the Common Stock is listed for trading; (iii) subject to the qualification for listing set forth in clause (i) hereof, and so long as the WP Purchasers Beneficially Own any Securities, to cause the Conversion Shares to be approved for listing and listed, as applicable, on the Approved Market on which the Common Stock is listed for trading. Subject Notwithstanding the foregoing, in no event shall the Company take any action in furtherance of this Section 5.11(b) that is inconsistent with or in conflict with its other obligations pursuant to this Agreement and the terms Transaction Documents without the prior written consent 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 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 WP 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 pay all fees 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 Preferred Shares or shall beneficially own any Preferred Shares, or shall own Conversion Shares which, expenses in the aggregate, represent more than 2% of the 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 connection with any of satisfying its officers, consultants, directors, and key employeesobligations under this Section 5.11.