Common use of Registration of Registrable Securities Clause in Contracts

Registration of Registrable Securities. The Company will file with the Commission, within 30 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with on or before the Commission, within 30 days 90th day following the date hereof, hereof (the "Filing Date") a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the Commission on the earlier of (i) 90 135 days of following the Date date hereof, (ii) ten twenty (1020) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first business day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders Holders thereof upon conversion of the Preferred StockNotes, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Securities Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such Registration Statement and any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 sixty (60) days following the date hereof, hereof (the "Filing Date") a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale sale of such number of shares of the Common Shares issuable upon Registrable Securities as the exercise Investor shall elect by written notice to the Company, and absent such election, covering the sale of all of the Warrantsshares of the Registrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the SEC on the first to occur of (i) 90 120 days of following the Filing Date hereofwith respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission SEC or (iii) the first third (3rd) business day following the day the Commission determines Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise Shares of the Common Stock Company issued to the Investor pursuant to the Purchase Warrants described Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in Section 1 abovethe Registration Statement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange 1933 Act, where if applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with on or before the Commission, within 30 days 30th day following the date hereof, hereof (the "Filing Date") a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the Commission on the earlier of (i) 90 days of following the Date date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first business day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred StockDebentures, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Securities Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such Registration Statement and any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 forty-five (45) days following the date hereof, a Registration Statement on Form S-3 of final closing of the sale of Units under the PPM (the "Registration StatementFILING DATE") to register a registration statement (the "REGISTRATION STATEMENT") covering the resale of the Common Shares issuable upon the exercise such number of shares of the WarrantsRegistrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the resale of all of the shares of the Registrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the SEC on the earlier of (i) 90 120 days of following the Closing Date hereofwith respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission SEC or (iii) the first business day following the day the Commission SEC determines the Registration Statement eligible to be declared effective (the "Required Effectiveness DateREQUIRED EFFECTIVENESS DATE"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise Shares of the Company issued to the Investor pursuant to the Common Stock Purchase Warrants described in Section 1 aboveSubscription Agreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange 1933 Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 thirty (30) days following the date hereof, hereof (the "Filing Date") a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the SEC on the earlier of (i) 90 150 days of following the Closing Date hereofwith respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission SEC or (iii) the first day following the day the Commission SEC determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise Shares of the Common Company issued to the Investors pursuant to the Stock Purchase Warrants described in Section 1 aboveAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and ----------------------------------------- file with the Commission, within 30 one hundred fifty (150) days following the date hereof, a Registration Statement on Form S-3 hereof (the "Registration StatementFILING ------ DATE") to register a registration statement (the "REGISTRATION STATEMENT") covering the ---- ----------------------- resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the SEC on the earlier of (i) 90 210 days of following the Closing Date hereofwith respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission SEC or (iii) the first day following the day the Commission SEC determines the Registration Statement eligible to be declared effective (the "Required Effectiveness DateREQUIRED EFFECTIVENESS DATE"). Nothing contained herein shall be deemed to ---------------------------- limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof of the Shares of ENTECH issued to the Investors pursuant to the Note Purchase Agreement upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 aboveNote, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with on or before the Commission, within 30 days 45th day following the date hereof, a Registration Statement on Form S-3 hereof (the "“Filing Date”) a registration statement (the “Registration Statement"”) to register a sufficient number of shares of Common Stock covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities (as defined in Section 3 below). The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the Commission on the earlier of (i) 90 120 days of following the Date date hereof, (ii) ten (10) days following the receipt of a "“No Review" ” or similar letter from the Commission or (iii) the first business day following the day the Commission determines the Registration Statement eligible to be declared effective (the "“Required Effectiveness Date"”). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders Holders thereof upon conversion of the Preferred StockNotes, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Securities Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such Registration Statement and any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 sixty (60) days following the date hereof, hereof a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the Commission on the earlier of (i) 90 120 days of following the Date hereofdate hereof with respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred StockDebentures, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 thirty (30) days following the date hereof, a Registration Statement on Form S-3 hereof (the "“Filing Date”) a registration statement (the “Registration Statement"”) to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the SEC on the earlier of (i) 90 120 days of following the Closing Date hereofwith respect to the Registration Statement, (ii) ten (10) days following the receipt of a "“No Review" ” or similar letter from the Commission SEC or (iii) the first day following the day the Commission SEC determines the Registration Statement eligible to be declared effective (the "“Required Effectiveness Date"”). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise Shares of ACTT issued to the Common Investors pursuant to the Stock Purchase Warrants described in Section 1 aboveAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 seven (7) days following the date hereofCompany's Annual Meeting of Shareholders for 2001 (the "Filing Date"), a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register not less than 30,000,000 shares of the Company's Common Stock to cover the resale of the Common Shares issuable upon Registrable Securities. In the exercise event the Company fails to file the Registration Statement by the Filing Date, the Company will pay to the Fund liquidated damages in the amount of 1% of the Warrantsoutstanding principal amount of then outstanding Debentures per day until such Registration Statement has been filed. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the Commission on the earlier of (i) 90 60 days of following the Filing Date hereof, or (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred StockDebentures, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such Registration Statement and any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, (i) within 30 sixty (60) days following the date hereof, hereof a Registration Statement on Form S-3 registration statement covering the resale of the Registrable Securities in an amount equal to 21,600,000 shares of Common Stock and (ii) within sixty (60) days following the exercise of its option to sell the Renewed Commitment Amount of Debentures covering the resale of the Registrable Securities in an amount equal to 21,600,000 shares of Common Stock (each a "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants). The Company will shall use its best efforts to cause each Registration Statement to be declared effective by the Commission on the earlier of (i) 120 days following the date the Registration Statement to become effective within (i) 90 days of the Date hereofis filed, (ii) ten five (105) business days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first fifth business day following the day the Commission determines notifies the Company that it has completed its review of the Registration Statement and that such Registration Statement is eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred StockDebentures, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.which

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 sixty (60) days following the date hereof, hereof (the "Filing Date") a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the SEC on the earlier of (i) 90 120 days of following the Closing Date hereofwith respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission SEC or (iii) the first business day following the day the Commission SEC determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof of the Shares of the Company issued to the Investor upon conversion of the Preferred StockNote, or exercise conversion of the Common Preferred Stock Purchase Warrants described in Section 1 aboveand pursuant to the Warrants, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with on or before the Commission, within 30 days 45th day following the date hereof, hereof (the "Filing Date") a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the Commission on the earlier of (i) 90 days of following the Date date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first business day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders Holders thereof upon conversion of the Preferred StockNotes, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Securities Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such Registration Statement and any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will file with the Commission, within 30 180 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the WarrantsWarrants and following issuance of the Interest Shares, if any. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 210 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first business day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants or receipt of Interest Shares described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 45 days following the date hereof, hereof (the "Filing Date") a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the SEC on the earlier of (i) 90 days of following the Closing Date hereofwith respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission SEC or (iii) the first business day following the day the Commission SEC determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Shares of AIMS WORLDWIDE, INC. issued to the Investor pursuant to the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 aboveAgreement, Warrant Agreement and Escrow Agreement the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange 1933 Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 sixty (60) days following the date hereof, hereof (the "Filing Date") a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the SEC on the earlier of (i) 90 150 days of following the Closing Date hereofwith respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission SEC or (iii) the first business day following the day the Commission SEC determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise Shares of eNucleus issued to the Common Investor pursuant to the Stock Purchase Warrants described in Section 1 aboveAgreement, the Company shall be required to promptly file a separate registration statement registrationstatement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 thirty (30) days following the date hereof, hereof (the "Filing Date") a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the SEC on the earlier of (i) 90 120 days of following the Closing Date hereofwith respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission SEC or (iii) the first day following the day the Commission SEC determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise Shares of WindsorTech issued to the Common Investors pursuant to the Stock Purchase Warrants described in Section 1 aboveAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 sixty (6 0 ) days following the date hereof, hereof (the "Filing Date") a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the SEC on the earlier of (i) 90 180 days of following the Closing Date hereofwith respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission SEC or (iii) the first business day following the day the Commission SEC determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Shares of Cordia issued to the Investor pursuant to the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 aboveAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with on or before the Commission, within 30 days 60 day following the date hereof, hereof (the "Filing Date") a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the Commission on the earlier of (i) 90 days of following the Date date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first business day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders Holders thereof upon conversion of the Preferred StockNotes, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Securities Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such Registration Statement and any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will file with the Commission, within 30 forty-five (45) business days following the date hereofClosing Date, a Registration Statement on Form S-3 SB-2 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 120 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 sixty (60) days following the date hereof, hereof (the "Filing Date") a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the SEC on the earlier of (i) 90 180 days of following the Closing Date hereofwith respect to the Stock Purchase Agreement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission SEC or (iii) the first day following the day the Commission SEC determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise Shares of a21 issued to the Common Investors pursuant to the Stock Purchase Warrants described in Section 1 aboveAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 sixty (60) days following the date hereof, hereof (the "Filing Date") a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its reasonable best efforts to cause the Registration Statement to become be declared effective within by the Commission on the earlier of (i) 90 180 days of following the Date hereofdate hereof with respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred StockNote, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 sixty (60) days following the date hereof, a Registration Statement on Form S-3 hereof (the "“Filing Date”) a registration statement (the “Registration Statement"”) to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the SEC on the earlier of (i) 90 120 days of following the Closing Date hereofwith respect to the Registration Statement, (ii) ten (10) days following the receipt of a "“No Review" ” or similar letter from the Commission SEC or (iii) the first business day following the day the Commission SEC determines the Registration Statement eligible to be declared effective (the "“Required Effectiveness Date"”). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Shares of WidePoint issued to the Investor pursuant to the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 aboveAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 five (5) days following the date hereof, hereof a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the Commission on the earlier of (i) 90 days of following the Date hereofdate hereof with respect to the Registration Statement, (ii) ten five (105) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred StockDebentures, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The 156 provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 thirty (30) days following the date hereof, hereof (the "Filing Date") a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the SEC on the earlier of (i) 90 days of following the Closing Date hereofwith respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission SEC or (iii) the first business day following the day the Commission SEC determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise Shares of eNucleus issued to the Common Investor pursuant to the Stock Purchase Warrants described in Section 1 aboveAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 sixty (60) days following the date hereof, hereof (the "Filing Date") a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the Commission on the earlier of (i) 90 120 days of following the Closing Date hereofwith respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred StockDebentures, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 sixty (60) days following the date hereof, hereof a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the Commission on the earlier of (i) 90 180 days of following the Date hereofdate hereof with respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred StockDebentures, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 thirty (30) days following the date hereof, hereof (the "Filing Date") a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the SEC on the earlier of (i) 90 120 days of following the Closing Date hereofwith respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission SEC or (iii) the first day following the day the Commission SEC determines the Registration Statement is eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise Shares of eNucleus issued to the Common Investor pursuant to the Stock Purchase Warrants described in Section 1 aboveAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 on or before sixty (60) days following the date hereofhereof (the "Filing Date"), a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the Commission on the earlier of (i) 90 45 days of following the Date hereofFiling Date, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred StockDebentures, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such Registration Statement and any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with or before May 17, 2005 (the Commission, within 30 days following the date hereof, "Filing Date") a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the SEC on the earlier of (i) 90 180 days of following the Date hereofClosing Date, September 3, 2005, with respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission SEC or (iii) the first business day following the day the Commission SEC determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Shares of Cordia issued to the Investor pursuant to the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 aboveAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 forty five (45) days following the date hereof, reverse merger with a Registration Statement on Form S-3 public entity whereby the Company is the surviving entity (the "Filing Date") a registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise such number of shares of the WarrantsRegistrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the resale of all of the shares of the Registrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the SEC on the earlier of (i) 90 180 days of following the Date hereofreverse merger with a public entity whereby the Company is the surviving entity with respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission SEC or (iii) the first business day following the day the Commission SEC determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise Shares of the Common Stock Company issued to the Investor pursuant to the Purchase Warrants described in Section 1 aboveAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange 1933 Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 ninety (90) days following the date hereof, a Registration Statement on Form S-3 hereof (the "Registration StatementFILING DATE") to register a registration statement (the "REGISTRATION STATEMENT") covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the SEC on the earlier of (i) 90 150 days of following the Closing Date hereofwith respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission SEC or (iii) the first day following the day the Commission SEC determines the Registration Statement eligible to be declared effective (the "Required Effectiveness DateREQUIRED EFFECTIVENESS DATE"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise Shares of XRG issued to the Common Investors pursuant to the Stock Purchase Warrants described in Section 1 aboveAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will file with the Commission, within 30 90 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 120 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred StockNote, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 forty-five (45) days following the date hereof, hereof (the "Filing Date") a Registration Statement on Form S-3 registration statement (the "Registration Statement") to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its reasonable best efforts to cause the Registration Statement to become be declared effective within by the Commission on the earlier of (i) 90 120 days of following the Date hereofdate hereof with respect to the Registration Statement, (ii) ten (10) business days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred StockNote, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company will shall prepare and file with the Commission, within 30 thirty (30) days following the date hereof, a Registration Statement on Form S-3 Final Closing (the "“Filing Date”) a registration statement (the “Registration Statement"”) to register covering the resale of the Common Shares issuable upon the exercise of the WarrantsRegistrable Securities. The Company will shall use its best efforts to cause the Registration Statement to become be declared effective within by the SEC on the earlier of (i) 90 180 days of following the Date hereofFinal Closing with respect to the Registration Statement, (ii) ten (10) days following the receipt of a "“No Review" ” or similar letter from the Commission SEC or (iii) the first day following the day the Commission SEC determines the Registration Statement eligible to be declared effective (the "“Required Effectiveness Date"”). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise Shares of the Common Company issued to the Investors pursuant to the Stock Purchase Warrants described in Section 1 aboveAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The As soon as is practicable after the occurrence of each Liquidity Event, but in no event later than thirty (30) days thereafter, the Company will shall prepare and file with a registration statement to effect the Commissionregistration under the Securities Act of all, within 30 days following but not less than all, of the date hereofRegistrable Securities which relate (or, a Registration Statement on Form S-3 (because of the "Registration Statement"indeterminable number thereof, which could reasonably be deemed to relate) to register the resale Securities; all to the extent requisite to permit the public disposition of the Common Shares issuable upon the exercise of the Warrantssuch Registrable Securities so to be registered. The Company will shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (the "Registration Statement") to become be declared effective within by the Commission upon the earlier to occur of (i) 90 days after the occurrence of the Date hereof, a Liquidity Event or (ii) ten five (105) business days following the after receipt of a "No Reviewno review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred StockConvertible Instruments, or exercise of the Common Stock Purchase Warrants described in Section 1 aboveWarrants, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.