Common use of Registration of Registrable Securities Clause in Contracts

Registration of Registrable Securities. Within nine (9) months after the First Closing Date, the Company, at its expense, shall have registered pursuant to one or more effective registration statements filed with the SEC under the Securities Act the resale by Lender or any successor thereto any and all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or (ii) such time as all of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewith.

Registration of Registrable Securities. Within nine (9a) months after The Company shall prepare and, as soon as practicable, but in no event later than 75 days following the First Closing Dateclosing date of the Private Placement (the “Filing Deadline”), file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form SB-2 covering the resale of all shares of common stock underlying the Note (the “Note Shares”); provided, however; that in the event the Loan is not converted prior to the Maturity Date (the “Note Repayment”), the Company, at its expense, registration statement on Form SB-2 shall have cover instead the shares of common stock underlying the Warrant (the “Warrant Shares”) (the shares of common stock required to be registered pursuant to one or more effective registration statements filed with the SEC under the Securities Act the resale by Lender or any successor thereto any and all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectivelythis Section 7.2(a), the “Registrable Securities”). In the event that Form SB-2 is unavailable for such a registration, and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) shall register the resale of the Registrable Securities by Lender or any successor thereto in on another appropriate form reasonably acceptable to the manner contemplated by such registration statement or (ii) such time as all holders of at least a majority of the Registrable Securities may be sold by Lender or any successor thereto pursuant and undertake to Rule 144(k) under register the Registrable Securities Act (or any successor provision thereto); and on Form SB-2 as soon as such form is available, provided that the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and maintain the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request effectiveness of the Lender to reflect any successors of Lender’s rights hereunderRegistration Statement then in effect until such time as a Registration Statement on Form SB-2 covering the Registrable Securities has been declared effective by the SEC. The Company shall from time use its reasonable best efforts to time furnish have such registration statement declared effective by the SEC as soon as practicable, but in no event later than the date which is 180 days following the closing date of the Private Placement (the “Effectiveness Deadline”). (b) In the event the registration statement required to Lender or be filed with the SEC pursuant to Section 7.2(a) is not filed with the SEC by the Filing Deadline, (a "Filing Failure"), then, as partial relief for the damages to any successor thereto sufficient copies holder by reason of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, delay in or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale reduction of its equity securities under ability to sell the Registrable Securities Act (which remedy shall not be exclusive of any other than on Form S-4 remedies available at law or Form S-8in equity), the Company agrees shall pay to include Lenders an amount in stock equal to one and one-half percent (1.5%) of the Loan on the following dates the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured. The payments to which the Lenders shall be entitled pursuant to this Section 7.2(b) are referred to herein as "Filing Failure Delay Payments." Filing Failure Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Filing Failure Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Filing Failure Delay Payments is cured. In the event the Company fails to make Filing Failure Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. (c) All expenses incident to the filing of the registration statement required by Section 7.2, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the resale Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other professionals retained by the Company will be borne by the Company. In no event shall the Company be obligated to pay any discounts or commissions with respect to the shares sold by any holder of Registrable Securities. In connection with any registration statement, the Company shall reimburse the holders of Registrable Securities covered by such registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities in initially requesting such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithregistration.

Registration of Registrable Securities. Within nine (9) months after The Company shall prepare and file the First Closing Date, Initial Registration Statement covering the sale of such number of shares of the Registrable Securities as the Investors shall elect by written notice to the Company, at and absent such election, covering the sale of all of the Registrable Securities. The Company shall use its expense, shall have best efforts to cause the Registration Statement to be declared effective by the SEC on the Required Effective Date. Subject to SEC Guidance on the number of Shares which may be registered pursuant to one Rule 415, nothing contained in this Agreement 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 more effective registration statements filed potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration Statement (unless such election was made with a view to meeting the SEC Guidance relating to Rule 415), the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, if applicable, to the extent that it may do so) relating to such Registrable Securities Act which then remain unregistered, subject to the resale by Lender SEC Guidance on the earliest day on which such Registration Statement may be filed. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement. No shares of Common Stock or other securities shall be included in the Initial or any successor thereto any and all Company shares Subsequent Registration Statement other than Shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan Investors and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “their transferees who hold Registrable Securities”); it being understood that the Initial and Subsequent Registration Statements shall relate solely to Registrable Securities, and the Company agrees to maintain the effectiveness and currency of each such registration statement, including shall not file any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or (ii) such time as all of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with respect to other securities if the SEC for effect thereof would be to impair the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration ability of the resale Investors to have registered the maximum number of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithwhich are permitted based on SEC Guidance.

Registration of Registrable Securities. Within nine twenty one (921) months after days of the First Closing Datedate hereof, the Company, at its expense, Company shall have registered pursuant prepare and file a registration statement to one or more effective effect the registration statements filed with the SEC under the Securities Act of all, but not less than all, of the resale by Lender or any successor thereto any and all Company shares issued or issuable Registrable Securities which relate (xor, because of the indeterminable number thereof, which could reasonably be deemed to relate) pursuant to the Conversion Right or otherwise with respect Securities; all to the Loan and extent requisite to permit the public disposition of such Registrable Securities so to be registered. The Company shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (ythe "Registration Statement") to be declared effective by the Commission upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) 111 days after the resale of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or date hereof, (ii) such time as all 90 days following the filing of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration Registration Statement contemplated by this Section 6.22.1, including or (iii) ten (10) business days after receipt of a "no review" or similar letter from the reasonable legal fees and expenses Commission (up 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 $15,000Registrable Securities acquired by (or potentially acquirable by) that Lender the holders thereof upon conversion of the Notes, issuance of the Equity Shares, or any successor thereto may incur exercise of the Common Stock Purchase Warrants described in connection therewithSection 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 such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. Within nine (9) months after The Company shall prepare and file the First Closing Date, Initial Registration Statement covering the sale of such number of shares of the Registrable Securities as the Investors shall elect by written notice to the Company, at and absent such election, covering the sale of all of the Registrable Securities. The Company shall use its expense, shall have best efforts to cause the Registration Statement to be declared effective by the SEC on the Required Effective Date. Subject to SEC Guidance on the number of Shares which may be registered pursuant to one Rule 415, nothing contained in this Agreement 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 more effective registration statements filed potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration Statement (unless such election was made with a view to meeting the SEC Guidance relating to Rule 415), the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, if applicable, to the extent that it may do so) relating to such Registrable Securities Act which then remain unregistered, subject to the resale by Lender SEC Guidance on the earliest day on which such Registration Statement may be filed. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement. No shares of Common Stock or other securities shall be included in the Initial or any successor thereto any and all Company shares Subsequent Registration Statement other than Shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan Investors and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “their transferees who hold Registrable Securities”); it being understood that the Initial and Subsequent Registration Statements shall relate solely to Registrable Securities, and the Company agrees shall not file any registration statement with respect to maintain other securities if the effectiveness and currency of each such registration statement, including any related prospectus until effect thereof would be to impair the earlier to occur of (i) the resale ability of the Investors to have registered the maximum number of Registrable Securities by Lender or any successor thereto in which are permitted based on SEC Guidance. The Investors have advised the manner contemplated by such registration statement or (ii) such time as Company that, to the extent that all of the Registrable Securities may cannot be sold by Lender or any successor thereto registered based on SEC Guidance relating to Rule 415, as long as the Investors shall be able so sell the shares of Common Stock issuable upon conversion of the Series A Preferred Stock pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereofsubsequent similar rule, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) six months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the filed pursuant to this Section 2.1 shall only include Registrable Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration issuable upon exercise of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithWarrants.

Registration of Registrable Securities. Within nine The Company shall prepare and file within thirty (930) months after days following the First Closing date hereof (the "Filing Date, ") a registration statement (the "Registration Statement") covering the resale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, at and absent such election, covering the resale of all of the shares of the Registrable Securities. The Company shall use its expense, shall have registered pursuant best efforts to one or more cause the Registration Statement to be declared effective registration statements filed with by the SEC under on the Securities Act earlier of (i) 120 days following the resale by Lender or any successor thereto any and all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise Closing Date with respect to the Loan and Registration Statement, (yii) upon exercise ten (10) days following the receipt of a "No Review" or conversion similar letter from the SEC or (iii) the first business day following the day the 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 of the Warrants Shares of the Company issued to the Investor pursuant to the Common Stock Purchase Agreement and the Additional Warrant (collectivelyAgreement, the “Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, where applicable) relating to such Registrable Securities”)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. In addition, and notwithstanding anything above to the contrary, if the SEC determines that the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of may not register the Registrable Securities by Lender or any successor thereto in on the manner contemplated by Registration Statement because such registration statement or does not meet the requirements of Rule 415 promulgated under the Exchange Act (ii) such time as all "Rule 415"), then the Company may, without penalty, withdraw the Registration Statement, and shall have no further obligation to register that number of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under this Section 2.2 greater than the Securities Act (or any successor provision thereto); and number of shares permitted to be registered by the SEC. For the purpose of clarity, the Company shall take not be required to register any Registrable Securities under this Section 2.2 if the SEC does not allow the Registration Statement to go effective due to non-compliance with Rule 415. Both the Company and Westside Capital will work together to register the appropriate amount of shares underlying the warrants so that in all such further action (including, without limitation, any likelihood the registration statement becomes effective and that the warrants and number of such shares under applicable state securities laws and are priced accordingly to satisfy Section 2 of the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaidwarrant agreements. The Company agrees will endeavor to amend such registration statements from time to time upon request register a minimum of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine sixteen (916) months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithmillion shares.

Registration of Registrable Securities. Within nine (9a) months The Issuer agrees that the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement registering the resale of the Registrable Securities (as defined below) (the “Registration Statement”) no later than fifteen (15) Business Days after the First Closing Date, the Company, at its expense, shall have registered pursuant to one or more effective registration statements filed with the SEC under the Securities Act the resale by Lender or any successor thereto any and all Company shares issued or issuable Date (x) pursuant to the Conversion Right or otherwise with respect to the Loan and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “Registrable SecuritiesFiling Date”), and the Company agrees Issuer shall use its commercially reasonable efforts to maintain have the effectiveness and currency of each such registration statementRegistration Statement declared effective as soon as practicable after the filing thereof, including any related prospectus until but no later than the earlier to occur of (i) the sixtieth (60th) calendar day after the filing thereof (or, in the event the Commission notifies the Issuer that it will “review” the Registration Statement, the ninetieth (90th) calendar day following the filing thereof) and (ii) the tenth (10th) Business Day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review ((i) and (ii) collectively, the “Effectiveness Deadline”); provided, that if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business. The Issuer will provide a draft of the Registration Statement to each Subscriber for review at least three (3) Business Days in advance of filing the Registration Statement provided, that for the avoidance of doubt, in no event shall the Issuer be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Subscriber’s review of a draft of the Registration Statement that was provided to such Subscriber at least three (3) Business Days in advance of filing the Registration Statement. In no event shall any Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided, that if the Commission requests that a Subscriber be identified as a statutory underwriter in the Registration Statement, such Subscriber will have the opportunity to withdraw from the Registration Statement upon its written request to the Issuer. Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by Lender the applicable stockholders or any successor thereto otherwise, such Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the Commission. In such event, the number of Registrable Securities to be registered for each selling stockholder named in the manner contemplated by Registration Statement shall be reduced pro rata among all such registration statement or (ii) such time selling stockholders and as all of the promptly as practicable after being permitted to register additional Registrable Securities may be sold by Lender or any successor thereto pursuant to under Rule 144(k) 415 under the Securities Act (Act, the Issuer shall amend the Registration Statement or any successor provision thereto); file a new Registration Statement to register such Registrable Securities not included in the Registration Statement and the Company shall take all cause such further action (includingamendment or Registration Statement to become effective as promptly as practicable. The Issuer agrees that, without limitation, any registration of except for such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges times as the Company’s Common Shares may trade from time Issuer is permitted hereunder to time) as shall permit suspend the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request use of the Lender to reflect any successors prospectus forming part of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. Ifa Registration Statement, at any time prior to nine (9) months after the First Closing Dateits expense, the Company files a registration statement with the SEC for the purpose of registering the sale of Issuer will use its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees commercially reasonable efforts to include the registration of the resale of the Registrable Securities in cause such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewith.Registration

Registration of Registrable Securities. Within nine twelve (912) months after the First Closing Date, the Company, at its expense, shall have registered pursuant to one or more effective registration statements filed with the SEC under the Securities Act the resale by Lender ICG or any successor thereto any and all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan Investment and (y) upon exercise or conversion of the Warrants and the Additional Conversion Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities by Lender ICG or any successor thereto in the manner contemplated by such registration statement or (ii) such time as all of the Registrable Securities may be sold by Lender ICG or any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender ICG to reflect any successors of LenderICG’s rights hereunder. The Company shall from time to time furnish to Lender ICG or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender ICG or any successor thereto. If, at any time prior to nine twelve (912) months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewith.

Registration of Registrable Securities. Within nine (9a) months after Subject to the First terms and conditions of this Agreement, the Company shall file with the Commission, on each of the Closing Date, the CompanyYear 1 Closing Date, at its expensethe Year 2 Closing Date, shall have registered pursuant and the Year 3 Closing Date, a registration statement on Form S-3 to one or more effective registration statements filed with register for resale, respectively: (i) the SEC under the Securities Act the resale by Lender or Purchased Shares and any successor thereto any and all Company shares securities issued or issuable with respect thereto that are Registrable Securities ("PURCHASED SHARES REGISTRATION STATEMENT"), (ii) the Year 1 Shares and any securities issued or issuable with respect thereto that are Registrable Securities ("YEAR 1 REGISTRATION STATEMENT"), (iii) the Year 2 Shares and any securities issued or issuable with respect thereto that are Registrable Securities ("YEAR 2 REGISTRATION STATEMENT"), and (iv) the Year 3 Shares and any securities issued or issuable with respect thereto that are Registrable Securities ("YEAR 3 REGISTRATION Statement"). The Company shall use its reasonable best efforts to cause each Registration Statement to become effective as soon as possible after filing and to remain effective for the period ending on the earlier of (x) pursuant to the Conversion Right or Termination Date for such Registration Statement (except as may otherwise be provided in Section 8.8 with respect to Xxx Xxxxxxx'x membership on the Loan Company's Board of Directors), and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the date on which there are no Registrable Securities covered by Lender or any successor thereto in the manner contemplated by such that Registration Statement. Each Registration Statement shall be filed as a "shelf" registration statement or (ii) such time as all of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) 415 under the Securities Act (or any successor provision theretorule) and shall cover the disposition of all Registrable Securities covered by that Registration Statement in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may reasonably be specified by Purchaser; provided, however, that the Purchaser may not request an underwritten offering (i) unless the underwritten offering is for the sale of Purchased Shares and would result in gross proceeds of at least the Purchase Price (exclusive of underwriter fees, discounts and commissions) and (ii) such underwritten offering shall not take place any time during the six-month period immediately following the date of this Agreement. The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective (in accordance with the last sentence of the first paragraph of this Section 8.2(a); ), and in furtherance of such obligation, shall supplement or amend such Registration Statement if, as and when required by the rules, regulations and instructions applicable to the form used by the Company for such registration or by the Securities Act or by any other rules and regulations thereunder applicable to shelf registrations. (b) If any Rights Holder intends to distribute Registrable Securities by means of an underwriting as set forth in Section 8.2(a), it shall so advise the Company and the Company shall take all such further action (including, without limitation, any registration promptly amend the prospectus as may be necessary to reflect the terms of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunderunderwriting. The Company shall from time have the right to time furnish select the managing underwriter for offering; provided, that such managing underwriter shall be approved by such Rights Holder, such approval not to Lender be unreasonably withheld or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statementdelayed. The Company shall pay all costs enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. (c) Notwithstanding anything to the contrary in this Agreement, if at any time after the filing of a Registration Statement, a majority of the Board of Directors of the Company determines, in its good faith business judgment, that the offering or sale of Registrable Securities covered by such Registration Statement would materially interfere with or otherwise materially adversely affect any financing, acquisition, corporate reorganization or other material transaction or development involving the Company or any of its Affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such time and expenses the disclosure of which would be materially adverse to the interests of the Company, then the Company may require the suspension of the distribution of any Registrable Securities under that Registration Statement (a "BLACKOUT PERIOD") by giving written notice to the Rights Holders; provided that the Company may not impose such registration contemplated Blackout Period unless its executive officers are under substantially similar restrictions. Any such notice need not specify the reasons for such suspension if a majority of the Board of Directors of the Company determines, in its good faith business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until a majority of the Board of Directors of the Company has determined, in its good faith business judgment, that such distribution would no longer materially interfere with the matters described in the preceding sentence and has given written notice thereof to the Rights Holders, the Company's obligations under this Article VIII to update or keep current such Registration Statement and the Rights Holders right to sell Registrable Securities pursuant to such Registration Statement will be suspended, provided, that such suspension shall not exceed the first to occur of (x) the filing of the Company's next filing with the Commission and (y) 120 days. (d) Notwithstanding anything to the contrary in this Agreement, if requested at any time by this Section 6.2the Company and the managing underwriter of an underwritten public offering by the Company of Common Stock, including each Rights Holder shall not sell or otherwise transfer or dispose of any Registrable Securities or other securities of the reasonable legal fees and expenses (Company held by such Rights Holder for a period of up to 120 days following the effective date of a maximum registration statement covering securities of $15,000the Company to be sold on its behalf to the public in an underwritten offering. The Company may impose stop-transfer instructions with respect to the Registrable Securities or other securities subject to the foregoing restriction until the end of such 120-day period. Any Rights Holder receiving any written notice from the Company regarding the Company's plans to file a registration statement shall treat such notice confidentially and shall not disclose such information to any person other than as necessary to exercise its rights under this Agreement. Notwithstanding the foregoing, the Company may not impose any such stop-transfer instructions unless its executive officers are under substantially similar restrictions. (e) that Lender or Notwithstanding Section 8.2(c) and Section 8.2(d) above, the Company shall only have the right to impose (i) a Blackout Period under Section 8.2(c) and (ii) a stop transfer order under Section 8.2(d) for up to an aggregate of 120 days in any successor thereto may incur in connection therewith360 day period.

Registration of Registrable Securities. Within nine (9) months As soon as practicable after the First Closing DateCompany is eligible for use of Form S-3, the Company, at its expense, Company shall have registered pursuant prepare and file a registration statement to one or more effective effect the registration statements filed with the SEC under the Securities Act of all, but not less than all, of the resale by Lender or any successor thereto any and Registrable Securities, all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect extent requisite to permit the Loan and public disposition of all such Registrable Securities so to be registered. The Company shall use its best efforts to cause the registration statement which is the subject of this Section 2.1(a) (ythe "Registration Statement") to be declared effective by the Commission upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or June 30, 2004, (ii) such time as all 90 days following the filing of the Registrable Securities may be sold Registration Statement contemplated by Lender this Section 2.1, or (iii) ten (10) business days after receipt of a "no review" or similar letter from the Commission (the "Required Effectiveness Date"). In the event that (a) the Registration Statement is not declared effective by the Commission on the Required Effectiveness Date, or (b) the Registration Statement fails to remain effective for the duration of the Registration Maintenance Period for any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (reason, including, without limitation, because the Company becomes ineligible for use of Form S-3 at any registration time after the Required Effectiveness Date, then on the first Business Day (as defined in the Note Purchase Agreement) of such shares under applicable state securities laws and the listing of such shares each month (or partial month) thereafter, commencing on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such sharesJuly 1, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof2004, in the manner prescribed by Lender case of clause (a) above, or any successor thereto. Ifon the first day of the calendar month immediately following the month in which the Registration Statement ceases to remain effective under clause (b) above, at any time prior to nine (9) months after in accordance with the First Closing Dateterms and provisions of the Warrant Agreement, the Company files a registration statement with shall issue Warrants for an additional 10,000 Warrant Shares each month to the SEC Warrant Holders (pro rata based on the number of Warrants held by each) until such time as the Registration Statement is declared effective by the Commission. The issuance of such Warrants shall be the sole and exclusive remedy of the Holders for the purpose any failure of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of register the Registrable Securities in such registration statement and by the other applicable covenants and agreements Required Effectiveness Date or to maintain its eligibility for Form S-3. Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithhereunder.

Registration of Registrable Securities. Within nine (9a) months after Subject to the First Closing terms and conditions of this Agreement, the Parties hereby agree that Enterprise Partners shall permit each of Shell and Xxxxx Xxxxxxxx to join as a selling unitholder (with respect to the Registrable Securities owned by each of them on the Effective Date) in a Registration Statement on Form S-3 (the "Registration Statement") to be filed by Enterprise Partners with the United States Securities and Exchange Commission ("Commission") on or before March 7, 2005. At the request of Xxxxx Xxxxxxxx, Enterprise Partners hereby agrees to file a prospectus supplement, or post-effective amendment if necessary, to include the additional Option Units it acquires from Shell. (b) Xxxxx Xxxxxxxx hereby agrees to execute and deliver the lockup letter agreement attached hereto as Exhibit A. (c) Enterprise Partners shall use its Best Efforts to cause the Registration Statement to promptly become and remain effective until the earlier of: i. with respect to the Registrable Securities owned by Xxxxx Xxxxxxxx on the Effective Date, on the Companydate on which any restrictive legend on all of such Registrable Securities shall have been removed; ii. with respect to the Registrable Securities owned by Shell on the Effective Date, on the date on which such Registrable Securities have been disposed of; and iii. two years from the effective date of the Registration Statement. Notwithstanding the foregoing, Enterprise Partners, at its expenseelection, may cause the Registration Statement to remain effective for a period of time beyond the time required by the preceding sentence. (d) Enterprise Partners may, upon written notice to the Shell and Xxxxx Xxxxxxxx, delay the filing or effectiveness of the Registration Statement as it reasonably deems necessary to comply with federal or state securities laws; (e) Enterprise Partners shall have registered pursuant furnish, at least two Business Days before filing a Registration Statement that registers such Registrable Securities, a prospectus relating thereto or any amendments or supplements relating to one such Registration Statement or more effective registration statements prospectus, to Shell and Xxxxx Xxxxxxxx, including copies of all such documents proposed to be filed (it being understood that such two-Business-Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to Shell and Xxxxx Xxxxxxxx in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances); (f) Enterprise Partners shall prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement effective at all times for the period required by Section 1.1(c); (g) Enterprise Partners shall provide a transfer agent and registrar for the Registrable Securities; (h) notify in writing Shell and Xxxxx Xxxxxxxx promptly of the receipt by Enterprise Partners of any notification with respect to (i) any stop order issued or threatened to be issued by the Commission suspending the effectiveness of such Registration Statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose, and (ii) the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes; (i) furnish without charge to Shell and Xxxxx Xxxxxxxx such number of copies of such Registration Statement and prospectus in conformity with the requirements of the Securities Act, and such other documents (including exhibits thereto and documents incorporated by reference therein) as such Party may reasonably request in order to facilitate the public sale or other disposition of such Registrable Securities; (j) notify in writing Shell and Xxxxx Xxxxxxxx on a timely basis at any time when a prospectus relating to such Registrable Securities is required to be delivered under the Securities Act during the resale by Lender registration period of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or any successor thereto any omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and all Company shares issued to prepare and furnish to Shell and Xxxxx Xxxxxxxx a reasonable number of copies of a supplement to or issuable (x) pursuant an amendment of such prospectus as may be necessary so that, as thereafter delivered to the Conversion Right offerees and purchasers of such units, such prospectus shall not include an untrue statement of a material fact or otherwise with respect omit to state a material fact required to be stated therein or necessary to make the Loan and (y) upon exercise or conversion statements therein not misleading in light of the Warrants circumstances then existing; (k) Each of Shell and Xxxxx Xxxxxxxx, upon receipt of any notice from Enterprise Partners of any event of the Additional Warrant (collectivelykind described in Section 1.1(j) hereof, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale shall forthwith discontinue disposition of the Registrable Securities by Lender pursuant to the Registration Statement covering such Registrable Securities until Shell's or any successor thereto in Xxxxx Xxxxxxxx'x receipt of the manner copies of the supplemented or amended prospectus contemplated by Section 1.1(j) hereof, and, if so directed by Enterprise Partners, such registration statement or (ii) Parties shall deliver to Enterprise Partners all copies, other than permanent file copies then in such time as all holder's possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice. (l) Shell and Xxxxx Xxxxxxxx shall furnish to Enterprise Partners such written information regarding themselves and their proposed distribution as Enterprise Partners may reasonably request in writing and as shall be sold by Lender reasonably required in connection with any registration, qualification or any successor thereto pursuant compliance referred to Rule 144(kin this Agreement; (m) under All expenses incident to the registration of Registrable Securities Act (or any successor provision thereto); and the Company shall take all such further action (hereof, including, without limitation, all salaries and expenses of Enterprise Partners' officers and employees performing legal or accounting duties, the expense of any annual audit or quarterly review, the expense of any liability insurance, all registration and filing fees, the expense and fees for listing securities on one or more securities exchanges, the fees and expenses of such shares under applicable state complying with securities laws and blue sky laws, printing expenses, messenger and delivery expenses, fees and expenses of Enterprise Partners' counsel and accountants, shall be borne by Enterprise Partners; (n) To the listing of such shares on extent requested by the underwriters for an offering by Enterprise Partners, (i) neither Shell nor Xxxxx Xxxxxxxx shall offer for sale, sell, make any and all trading markets or stock exchanges as short sale of, grant any option for the Company’s Common Shares may trade from time to time) as shall permit the resale of such sharespurchase of, or otherwise dispose of, directly or indirectly, any portion thereofRegistrable Securities without the prior written consent of Enterprise Partners, as aforesaid. The Company agrees for a period designated by the managing underwriter in writing to amend such registration statements from time Shell and Xxxxx Xxxxxxxx, which period shall begin not more than seven days prior to time upon request the effectiveness of the Lender Registration Statement pursuant to reflect any successors which such public offering shall be made (or within seven days prior to the execution of Lender’s rights hereunder. The Company the applicable underwriting agreement in the case of an offering pursuant to Rule 415) and shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereofnot last more than 60 days, in the manner prescribed by Lender or any successor thereto. Ifcase of Shell, at any time prior to nine (9) months and not more than 30 days, in the case of Xxxxx Xxxxxxxx, after the First Closing Dateclosing of such public offering or such shorter holdback period to which Enterprise Partners is subject and (ii) Shell and Xxxxx Xxxxxxxx will enter into agreements with the underwriters to the foregoing effect; provided, however, that the obligations of Xxxxx Xxxxxxxx under this Section 1.1(n) shall cease upon the earliest to occur of: (A) such time as Xxxxx Xxxxxxxx shall own Registrable Securities having a market value (calculated based on the average NYSE closing price of Enterprise Partners common units for the twenty trading days immediately preceding execution of the applicable underwriting agreement) of less than $50 million, (B) December 29, 2006 or (C) such time as Xxxxx Xxxxxxxx shall deliver a notice pursuant to Section 1.2 hereof. (o) All obligations of Shell and Xxxxx Xxxxxxxx to Enterprise Partners under this Agreement shall be several and not joint; and (p) The rights, duties and obligations of Shell and Enterprise Partners under the Registration Rights Agreement dated as of September 17, 1999 shall remain unaffected by this Agreement; provided, however, that as long as the Registration Statement remains effective, the Company files a obligations of Enterprise Partners to Shell under Section 2 and Section 3 of the Registration Rights Agreement shall be suspended and inoperable, including but not limited to, the obligations to notify Shell of the filing of any registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees and to include effect the registration of the resale of the any Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithSecurities.

Registration of Registrable Securities. Within nine (9a) months Shelf Registration of Registrable Securities. The Company shall, within 90 days after the First Closing effectiveness date (the "IPO Effectiveness Date, the Company, at its expense, shall have registered pursuant to one or more effective ") of a registration statements statement filed with the SEC under the Securities Act the resale by Lender or any successor thereto any and all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise Commission in connection with respect to the Loan and (y) upon exercise or conversion an initial public offering of the Warrants and the Additional Warrant Common Stock, use its best efforts to (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such a) file a shelf registration statement, including any related prospectus until the earlier to occur of (i) the resale statement covering resales of the Registrable Securities by Lender (the "Warrant Shares Shelf Registration Statement"), (b) cause the Warrant Shares Shelf Registration Statement to be declared effective under Securities Act and (c) keep effective the Warrant Shares Shelf Registration Statement until the earlier of one year after the IPO Effectiveness Date (or any successor thereto in the manner contemplated by such registration statement earlier date as may be authorized under Rule 144(k), as it may be amended from time to time) or (ii) such time as all of the applicable Registrable Securities may be have been sold by Lender thereunder or any successor thereto pursuant to are otherwise eligible for sale under Rule 144(k) 144 under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaidAct. The Company agrees shall, in the event that a Warrant Shares Shelf Registration Statement is filed, provide to amend such registration statements from time to time upon request each Holder copies of the Lender prospectus that is a part of the Warrant Shares Shelf Registration Statement, notify each such Holder when the Warrant Shares Shelf Registration Statement for the Registrable Securities has become effective and take certain other actions as are required to reflect any successors permit unrestricted resales of Lender’s rights hereunderthe Registrable Securities. The Company shall from time require a Holder that sells Registrable Securities pursuant to time furnish the Warrant Shares Shelf Registration Statement to Lender or any successor thereto sufficient copies of any such prospectusbe named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, and any supplements thereto, so as such Holder shall be bound by the provisions of this Agreement that are applicable to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor theretoa Holder (including certain indemnification rights and obligations). If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale Each holder of the Registrable Securities shall deliver information to be used in such registration statement connection with the Warrant Shares Shelf Registration Statement and provide comments on the other applicable covenants and agreements of Warrant Shares Shelf Registration Statement within the Company time periods set forth in this Section 6.2 shall apply Agreement in order to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including have its Registrable Securities included in the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithWarrant Shares Shelf Registration Statement.

Registration of Registrable Securities. Within nine The Company shall file within ten (910) months after days of the First Closing date hereof (the "Amendment Filing Date"), an amendment to its currently effective S-1 Registration Statement No. 333-55484 (the "Registration Statement Amendment") to register the resale of the Debenture Conversion Shares and Warrant Shares. In the event the Company fails to file the Registration Statement Amendment by the Amendment Filing Date, the Company, at its expense, shall have registered pursuant Company will pay liquidated damages to one or more effective registration statements filed with the SEC under Fund in the Securities Act amount of 1% of the principal amount of the then outstanding Debentures per day until the Registration Statement Amendment has been filed. If the Registration Statement Amendment does not include a number of shares to register the resale by Lender or any successor thereto any and of all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan and (y) upon exercise or conversion of the Warrants Debenture Conversion Shares and the Additional Warrant (collectivelyShares, the “Registrable Securities”Company shall prepare and file within seven (7) days following the Company's Annual Meeting of Shareholders for 2001 (the "Filing Date"), and a registration statement (the Company agrees "Registration Statement") to maintain register not less than 30,000,000 shares of the effectiveness and currency of each such registration statement, including any related prospectus until the earlier Company's Common Stock to occur of (i) cover the resale of the Registrable Securities by Lender or any successor thereto and the shares of Common Stock issuable upon conversion of the restructured Bridge Notes (as such term is defined in the manner contemplated Securities Purchase Agreement). In the 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 outstanding principal amount of then outstanding Debentures per day until such registration statement Registration Statement has been filed. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the Commission on the earlier of (i) 60 days following the Filing Date or (ii) such time as all ten (10) days following the receipt of a "No Review" or similar letter from the Commission (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 Registrable Securities may be sold by Lender Debentures, or any successor thereto pursuant to Rule 144(k) under exercise of the Securities Act (or any successor provision thereto); and Common Stock Purchase Warrants described in Section 1 above, the Company shall take all be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaidRegistrable Securities which then remain unregistered. The Company agrees provisions of this Agreement shall relate to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, Registration Statement and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a separate registration statement with as if it were an amendment to the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithRegistration Statement.

Registration of Registrable Securities. Within nine (9a) months after The Company shall use its reasonable efforts to file with the First Closing DateSEC a “shelf” Registration Statement pursuant to Rule 415 in accordance with the provisions of the Securities Act for the offering and sale of the Registrable Securities within forty-five (45) days of the date hereof (the “Shelf Registration”). The Company agrees to use its reasonable efforts to keep the Shelf Registration continuously effective during the Shelf Period. If for some reason the Company is unable to effect such filing within the 45 day period specified period, the Company shall notify the Purchaser of that fact and the reason for the failure. If, as a result, such a Registration Statement is not in effect at any time while the Warrant is outstanding, and Initiating Holder(s) request in writing the filing of a Registration Statement, the Company shall file such a Registration Statement as promptly as reasonably practicable and in any case within 60 days following such demand, subject only to Section 3(c) below. A registration pursuant to this Section 3(a) shall be on such appropriate registration form of the SEC as shall (i) be selected by the Company, at its expense, shall have registered pursuant to one or more effective registration statements filed and (ii) permit the disposition of the Registrable Securities in accordance with the SEC under intended method or methods of disposition specified by the Initiating Holder. (b) The Company shall use its reasonable efforts in having such Registration Statement become effective as shortly after its filing as reasonably possible and then cause it to remain effective and in compliance with the provisions of the Securities Act the resale by Lender or any successor thereto any and all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan and (y) upon exercise or conversion disposition of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the all Registrable Securities by Lender or any successor thereto in the manner contemplated covered by such registration statement or (ii) Registration Statement until such time as all of the such Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration have been disposed of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement accordance with the SEC for intended methods of disposition by the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company Selling Holders thereof set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs further agrees to supplement or make amendments to the Shelf Registration, if required by the rules, regulations or instructions applicable to the registration form utilized by the Company or by the Securities Act or rules and expenses regulations thereunder for shelf registration or reasonably requested by any holder of Registrable Securities or any underwriter of the Registrable Securities. (c) The Company may delay the filing of any Registration Statement pursuant to this Section 3.1 for a reasonable period of time not to exceed 180 days if in the good faith judgment of the Board of Directors of the Company, the Company would be required to include in such registration statement material information which at that time could not be publicly disclosed without materially interfering with any financing, acquisition, corporate reorganization or other material development or transaction then pending or in progress and without other material adverse consequences; provided, however, that the duration of any such delay shall not exceed 180 days from the date the Company’s Board of Directors actually becomes aware of such material development or transaction: and, provided, further, that the Company shall make such filing no later than the earlier of (i) the date on which the conditions that permitted it to delay such filing no longer pertain and (ii) the end of such 180-day period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such one hundred eighty (180) day period other than a registration contemplated by this Section 6.2, including relating to the reasonable legal fees and expenses (up sale of securities to employees of the Company or a subsidiary pursuant to a maximum stock option, stock purchase, or similar plan or a registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of $15,000) that Lender or any successor thereto may incur in connection therewiththe Registrable Securities.

Registration of Registrable Securities. Within nine (9) months after The Company shall prepare and file the First Closing Date, Initial Registration Statement covering the Company, at its expense, shall have registered pursuant to one or more effective registration statements filed with the SEC under the Securities Act the resale by Lender or any successor thereto any and all Company sale of such number of shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities as the Investors shall elect by Lender or any successor thereto in written notice to the manner contemplated by Company, and absent such registration statement or (ii) such time as election, covering the sale of all of the Registrable Securities issuable upon conversion of the Debentures and exercise of the Warrants. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the Required Effective Date. Subject to SEC Guidance on the number of Shares which may be sold by Lender or any successor thereto registered pursuant to Rule 144(k415, nothing contained in this Agreement 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 of the Shares of the Company issued to the Investor pursuant to the Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration Statement (unless such election was made with a view to meeting the SEC Guidance relating to Rule 415), the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, if applicable, to the extent that it may do so) relating to such Registrable Securities Act (which then remain unregistered, subject to the SEC Guidance on the earliest day on which such Registration Statement may be filed. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement. No shares of Common Stock or other securities shall be included in the Initial or any successor provision thereto)Subsequent Registration Statement other than Shares issued or issuable to the Investors and their transferees who hold Registrable Securities; it being understood that the Initial and Subsequent Registration Statements shall relate solely to Registrable Securities, and the Company shall take all such further action (including, without limitation, not file any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with respect to other securities if the SEC for effect thereof would be to impair the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration ability of the resale Investors to have registered the maximum number of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithwhich are permitted based on SEC Guidance.

Registration of Registrable Securities. Within nine (9a) months after Subject to the First Closing terms and conditions of this Agreement, the Parties hereby agree that Enterprise Partners shall permit each of Shell and Kxxxx Xxxxxxxx to join as a selling unitholder (with respect to the Registrable Securities owned by each of them on the Effective Date) in a Registration Statement on Form S-3 (the “Registration Statement”) to be filed by Enterprise Partners with the United States Securities and Exchange Commission (“Commission”) on or before March 7, 2005. At the request of Kxxxx Xxxxxxxx, Enterprise Partners hereby agrees to file a prospectus supplement, or post-effective amendment if necessary, to include the additional Option Units it acquires from Shell. (b) Kxxxx Xxxxxxxx hereby agrees to execute and deliver the lockup letter agreement attached hereto as Exhibit A. (c) Enterprise Partners shall use its Best Efforts to cause the Registration Statement to promptly become and remain effective until the earlier of: i. with respect to the Registrable Securities owned by Kxxxx Xxxxxxxx on the Effective Date, on the Companydate on which any restrictive legend on all of such Registrable Securities shall have been removed; ii. with respect to the Registrable Securities owned by Shell on the Effective Date, on the date on which such Registrable Securities have been disposed of; and iii. two years from the effective date of the Registration Statement. Notwithstanding the foregoing, Enterprise Partners, at its expenseelection, may cause the Registration Statement to remain effective for a period of time beyond the time required by the preceding sentence. (d) Enterprise Partners may, upon written notice to the Shell and Kxxxx Xxxxxxxx, delay the filing or effectiveness of the Registration Statement as it reasonably deems necessary to comply with federal or state securities laws; (e) Enterprise Partners shall have registered pursuant furnish, at least two Business Days before filing a Registration Statement that registers such Registrable Securities, a prospectus relating thereto or any amendments or supplements relating to one such Registration Statement or more effective registration statements prospectus, to Shell and Kxxxx Xxxxxxxx, including copies of all such documents proposed to be filed (it being understood that such two-Business-Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to Shell and Kxxxx Xxxxxxxx in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances); (f) Enterprise Partners shall prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement effective at all times for the period required by Section 1.1(c); (g) Enterprise Partners shall provide a transfer agent and registrar for the Registrable Securities; (h) notify in writing Shell and Kxxxx Xxxxxxxx promptly of the receipt by Enterprise Partners of any notification with respect to (i) any stop order issued or threatened to be issued by the Commission suspending the effectiveness of such Registration Statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose, and (ii) the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes; (i) furnish without charge to Shell and Kxxxx Xxxxxxxx such number of copies of such Registration Statement and prospectus in conformity with the requirements of the Securities Act, and such other documents (including exhibits thereto and documents incorporated by reference therein) as such Party may reasonably request in order to facilitate the public sale or other disposition of such Registrable Securities; (j) notify in writing Shell and Kxxxx Xxxxxxxx on a timely basis at any time when a prospectus relating to such Registrable Securities is required to be delivered under the Securities Act during the resale by Lender registration period of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or any successor thereto any omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and all Company shares issued to prepare and furnish to Shell and Kxxxx Xxxxxxxx a reasonable number of copies of a supplement to or issuable (x) pursuant an amendment of such prospectus as may be necessary so that, as thereafter delivered to the Conversion Right offerees and purchasers of such units, such prospectus shall not include an untrue statement of a material fact or otherwise with respect omit to state a material fact required to be stated therein or necessary to make the Loan and (y) upon exercise or conversion statements therein not misleading in light of the Warrants circumstances then existing; (k) Each of Shell and Kxxxx Xxxxxxxx, upon receipt of any notice from Enterprise Partners of any event of the Additional Warrant (collectivelykind described in Section 1.1(j) hereof, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale shall forthwith discontinue disposition of the Registrable Securities by Lender pursuant to the Registration Statement covering such Registrable Securities until Shell’s or any successor thereto in Kxxxx Xxxxxxxx’x receipt of the manner copies of the supplemented or amended prospectus contemplated by Section 1.1(j) hereof, and, if so directed by Enterprise Partners, such registration statement or (ii) Parties shall deliver to Enterprise Partners all copies, other than permanent file copies then in such time as all holder’s possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice. (l) Shell and Kxxxx Xxxxxxxx shall furnish to Enterprise Partners such written information regarding themselves and their proposed distribution as Enterprise Partners may reasonably request in writing and as shall be sold by Lender reasonably required in connection with any registration, qualification or any successor thereto pursuant compliance referred to Rule 144(kin this Agreement; (m) under All expenses incident to the registration of Registrable Securities Act (or any successor provision thereto); and the Company shall take all such further action (hereof, including, without limitation, all salaries and expenses of Enterprise Partners’ officers and employees performing legal or accounting duties, the expense of any annual audit or quarterly review, the expense of any liability insurance, all registration and filing fees, the expense and fees for listing securities on one or more securities exchanges, the fees and expenses of such shares under applicable state complying with securities laws and blue sky laws, printing expenses, messenger and delivery expenses, fees and expenses of Enterprise Partners’ counsel and accountants, shall be borne by Enterprise Partners; (n) To the listing of such shares on extent requested by the underwriters for an offering by Enterprise Partners, (i) neither Shell nor Kxxxx Xxxxxxxx shall offer for sale, sell, make any and all trading markets or stock exchanges as short sale of, grant any option for the Company’s Common Shares may trade from time to time) as shall permit the resale of such sharespurchase of, or otherwise dispose of, directly or indirectly, any portion thereofRegistrable Securities without the prior written consent of Enterprise Partners, as aforesaid. The Company agrees for a period designated by the managing underwriter in writing to amend such registration statements from time Shell and Kxxxx Xxxxxxxx, which period shall begin not more than seven days prior to time upon request the effectiveness of the Lender Registration Statement pursuant to reflect any successors which such public offering shall be made (or within seven days prior to the execution of Lender’s rights hereunder. The Company the applicable underwriting agreement in the case of an offering pursuant to Rule 415) and shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereofnot last more than 60 days, in the manner prescribed by Lender or any successor thereto. Ifcase of Shell, at any time prior to nine (9) months and not more than 30 days, in the case of Kxxxx Xxxxxxxx, after the First Closing Dateclosing of such public offering or such shorter holdback period to which Enterprise Partners is subject and (ii) Shell and Kxxxx Xxxxxxxx will enter into agreements with the underwriters to the foregoing effect; provided, however, that the obligations of Kxxxx Xxxxxxxx under this Section 1.1(n) shall cease upon the earliest to occur of: (A) such time as Kxxxx Xxxxxxxx shall own Registrable Securities having a market value (calculated based on the average NYSE closing price of Enterprise Partners common units for the twenty trading days immediately preceding execution of the applicable underwriting agreement) of less than $50 million, (B) December 29, 2006 or (C) such time as Kxxxx Xxxxxxxx shall deliver a notice pursuant to Section 1.2 hereof. (o) All obligations of Shell and Kxxxx Xxxxxxxx to Enterprise Partners under this Agreement shall be several and not joint; and (p) The rights, duties and obligations of Shell and Enterprise Partners under the Registration Rights Agreement dated as of September 17, 1999 shall remain unaffected by this Agreement; provided, however, that as long as the Registration Statement remains effective, the Company files a obligations of Enterprise Partners to Shell under Section 2 and Section 3 of the Registration Rights Agreement shall be suspended and inoperable, including but not limited to, the obligations to notify Shell of the filing of any registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees and to include effect the registration of the resale of the any Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithSecurities.

Registration of Registrable Securities. Within nine (9a) months after Parent shall use commercially reasonable efforts to file at least thirty (30) days prior to the First Closing Date, date of issuance of Registrable Securities to the Company, at its expense, shall have registered Seller pursuant to one or more effective registration statements filed with the SEC under the Securities Act the resale by Lender or any successor thereto any and all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan and (y) upon exercise or conversion Section 2.3 of the Warrants and the Additional Warrant Purchase Agreement (collectively, the “Registrable SecuritiesIssuance Date”), and the Company agrees to maintain the effectiveness and currency ) a Registration Statement for a public offering of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or (ii) such time as all of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under (the Securities Act (or any successor provision thereto“Parent Registration Statement”); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements theretoshall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing, so as and to permit keep the resale Parent Registration Statement effective until the earlier of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9i) twenty-four (24) months after its effective date or (ii) the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than date on Form S-4 or Form S-8), the Company agrees to include the registration of the resale which all of the Registrable Securities so registered have been sold pursuant to the Parent Registration Statement or have ceased to be Registrable Securities. Parent shall be entitled to include in the Parent Registration Statement shares of Common Stock to be sold by Parent or by other holders of Common Stock for its or their own account, except as and to the extent that such registration statement method of disposition is an Underwritten Offering and in the other applicable covenants and agreements opinion of the Company set forth managing underwriter such inclusion would adversely affect the marketing of the Registrable Securities to be sold. (b) Parent may defer the filing of the Parent Registration Statement if (i) there is material non-public information regarding Parent that the Board of Directors of Parent reasonably determines not to be in this Section 6.2 shall apply Parent’s interest to such registration statement. The Company shall pay all costs disclose and expenses which Parent is not otherwise required to disclose or (ii) Parent is then pursuing a significant business transaction (including, but not limited to, the acquisition or disposition of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender assets or any successor thereto may incur merger, consolidation, tender offer or other similar transaction) which would require disclosure in connection therewitha Registration Statement or other filing with the Commission, but that the Board of Directors of Parent reasonably determines not to be in Parent’s interest to disclose, provided that, Parent shall, upon determining to seek such deferral, promptly deliver to the Seller a certificate signed by an executive officer of Parent stating that Parent is deferring such filing and containing an approximation of the length of the anticipated delay. Notwithstanding the foregoing, Parent shall endeavor to file the Parent Registration Statement no later than 180 days following the Issuance Date.

Registration of Registrable Securities. Within nine (9) At any time after six months after from the First Closing Datedate of this Agreement and before the termination of this Agreement, the Company, at its expense, shall have holders of 51% of the Registrable Securities currently outstanding and/or exercisable may deliver to the Company a written request that the Registrable Securities be registered pursuant to the terms of this Agreement (a "Registration Request"). Within thirty-one or more effective (31) days after a Registration Request, the Company shall prepare and file a registration statements filed with statement to effect the SEC registration under the Securities Act of all, but not less than all, of the resale by Lender or any successor thereto any and all Company shares issued or issuable Registrable Securities which relate (xor, because of the indeterminable number thereof, which could reasonably be deemed to relate) pursuant to the Conversion Right or otherwise with respect Securities; all to the Loan and extent requisite to permit the public disposition of such Registrable Securities so to be registered. The Company shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (ythe "Registration Statement") to be declared effective by the Commission upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) 120 days after the resale date of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or Registration Request, (ii) such time as all 90 days following the filing of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration Registration Statement contemplated by this Section 6.22.1, including or (iii) ten (10) business days after receipt of a "no review" or similar letter from the reasonable legal fees and expenses Commission (up 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 $15,000Registrable Securities acquired by (or potentially acquirable by) that Lender or any successor thereto may incur the holders thereof upon exercise of the Warrants described in connection therewithSection 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 such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. (i) Within nine (9) months 120 days after the First Closing Date, the Company, at its expense, Coyote shall have registered pursuant to one or more effective registration statements filed file with the SEC a shelf registration statement under Rule 415 of the Securities Act the resale by Lender on Form S-1 (or any successor thereto any form thereto) covering the sale or other distribution of all of the Registrable Securities, and shall keep such shelf registration statement effective until all Company Registrable Securities have been sold. If such shelf registration statement is not filed within 120 days after the Closing Date, or if such shelf registration statement is not declared effective by the SEC before the first anniversary of the Closing Date, then Coyote shall issue to each Shareholder on the fifth Business Day following such first anniversary of the Closing Date such number of additional shares of Coyote Common Stock as is equal to twelve percent (12%) of the aggregate number of Registrable Securities held by such Shareholder on such first anniversary of the Closing Date (the "Additional Securities"). Coyote shall amend the shelf registration statement from time to time at the request of either Shareholder to include in such registration statement Registrable Securities issued or issuable (x) pursuant to such Shareholder subsequent to the Conversion Right filing of the registration statement (or otherwise any amendment thereto) with the SEC. Coyote shall notify each Shareholder promptly (A) when the shelf registration statement or any amendment or supplement thereto has been filed and when the same (as amended or supplemented, as the case may be) has become effective, (B) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose, (C) of the receipt by Coyote of any notification with respect to the Loan and (y) upon exercise or conversion suspension of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale qualification of the Registrable Securities by Lender for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (D) of the happening of any event or the discovery of any facts that makes any statement made in the registration statement, the prospectus constituting a part thereof or any successor thereto document incorporated therein by reference untrue in any material respect or that requires the making of any changes in the manner contemplated registration statement, the prospectus constituting a part thereof or any document incorporated therein by reference in order to make the statements therein not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading. Coyote shall make every effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement at the earliest possible time. Coyote shall timely file all reports required to be filed by it under Section 13 or Section 15(d) of the Exchange Act. The issuance of Additional Securities shall not constitute a waiver of Shareholders' right to seek specific performance of this Section 6.12(e). (ii) The Shareholders agree that no Shareholder may participate in or have its shares of Coyote Common Stock included in any such time as shelf registration statement unless such Shareholder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements or to ensure compliance with the requirements of the Registrable Securities Act. (iii) In addition to the information required to be provided in a notice and questionnaire by each Shareholder to Coyote, Coyote may be sold by Lender or any successor thereto pursuant require each Shareholder to Rule 144(k) under furnish to Coyote such additional information regarding each Shareholder and such Shareholder's intended method of distribution of the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges Coyote Common Stock as the Company’s Common Shares Coyote may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon reasonably request in writing, but only to the extent that such information is required in order to comply with the Securities Act. Each Shareholder agrees to notify Coyote as promptly as practicable of any inaccuracy or change in information previously furnished by such Shareholder to Coyote or of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies occurrence of any such prospectus, and event in either case as a result of which any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply prospectus relating to such registration statement. The Company contains or would contain an untrue statement of a material fact regarding such Shareholder or such Shareholder's intended method of disposition of the Coyote Common Stock or omits to state any material fact regarding such Shareholder or such Shareholder's intended method of disposition of the Coyote Common Stock required to be stated therein or necessary to make statements therein not misleading in light of the circumstances then existing, and promptly to furnish to Coyote any additional information required to correct and update any previously furnished information or required so that such prospectus shall pay all costs and expenses not contain, with respect to such Shareholder or the disposition of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up applicable Coyote Common Stock an untrue statement of a material fact or omit to state a maximum material fact required to be stated therein or necessary to make the statements therein not misleading in light of $15,000) that Lender or any successor thereto may incur in connection therewiththe circumstances then existing.

Registration of Registrable Securities. Within nine (9a) months Subject to the terms and conditions of this Agreement, on or after the First Closing DateNovember 7, 2000, the CompanyPurchasers, at its expenseacting jointly, shall have registered pursuant may make one (1) written request to one or more effective the Company for registration statements filed with the SEC under the Securities Act of the resale sale of Registrable Securities held by Lender the Purchasers (the "Demand Registration"); provided that the Company shall not be obligated to effect more than one (1) Demand Registration pursuant to this Agreement, and provided further that the Company shall only be obligated to effect a Demand Registration if the net proceeds to be realized in connection with such Demand Registration shall be reasonably expected to be more than $1,000,000. The Company shall use its reasonable best efforts to cause such registration statement to become effective as soon as possible and remain effective for the period ending on the earlier of (i) 180 days from the date of effectiveness of said registration statement and (ii) the sale of all of Registrable Securities. (b) The Company shall have the right to include its securities in any registration initiated as a Demand Registration; provided that: (i) such securities are of the same class as the Registrable Securities included in such registration; (ii) if any of the Registrable Securities covered by such registration are sold in an underwritten offering, the Company agrees in writing to sell its securities on the same terms and conditions as apply to the Registrable Securities being sold; and (iii) if any of the Registrable Securities covered by such registration are to be sold in an underwritten offering, the managing underwriters shall not have advised the Company or the Purchasers that, in their opinion, the inclusion of the Company's securities would reduce in any successor thereto any material respect the amount or sale price of the securities to be included in such registration by the Purchasers for their account. (c) The Purchasers shall have the right to select the managing underwriter to administer the Demand Registration; provided, that such managing underwriter shall be approved by the Company, such approval not to be unreasonably withheld or delayed. The Purchasers and all the Company shares issued shall enter into an underwriting agreement in such customary form as shall have been negotiated and agreed to by the Company with the underwriter or issuable underwriters selected for such underwriting, provided that (x) pursuant the Purchasers shall have the right to negotiate the Conversion Right or otherwise with respect to economic terms of the Loan offering and (y) upon exercise such underwriting agreement shall be approved by the Purchasers, such approval not to be unreasonably withheld or conversion of delayed. (d) Notwithstanding anything to the Warrants and the Additional Warrant (collectivelycontrary in this Agreement, the “Registrable Securities”)Company will be entitled to postpone the filing of a registration statement required to be filed by it pursuant to this Agreement for ninety (90) days, and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of if (i) the resale of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or (ii) such time as all of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine the filing of such registration statement a majority of the Board of Directors of the Company determines, in its good faith business judgment, that such registration and offering would have a Material Adverse Effect on any financing, acquisition, corporate reorganization or other material transaction or development involving the Company or any of its Affiliates and (9ii) months after the First Closing DateCompany gives the Purchasers written notice of such postponement, provided that such postponements may not in any 365-day period occur more than once, and, provided further, that in the event of any such withdrawal or termination of effectiveness, such registration shall not act as a registration effected for purposes of Section 7.2.1(a). In the event of such postponement, the Company files will file such registration statement as soon as practicable after it determines, in its good faith business judgment, that such registration and offering will not interfere with the matters described in the first sentence of this Section 7.2.1(d), but in no event more than ninety (90) days after that date that such registration statement would otherwise have been filed, provided that the Purchasers shall have the right to withdraw their request for Demand Registration by giving written notice to the Company within ninety (90) days of receipt of the notice of postponement, and in the event of such withdrawal, the request so withdrawn shall be deemed to have not been made. (e) Each Registration Statement in respect of a Demand Registration will be for the offering and sale of such Registrable Securities on such basis as the Purchasers reasonably request, which may be a continuous offering (including a shelf) if so requested by the Purchasers. (f) The Company shall promptly prepare and file with the Commission such amendments to the registration statements as may be necessary to keep such registration statements effective in accordance with this Section 7.2.1. (g) Notwithstanding anything in the contrary in this Agreement, if at any time after the filing of a registration statement with (i) in the SEC case of any registration statement for a firm commitment underwritten offering of Registrable Securities, before it is declared effective by the purpose Commission, or (ii) in the case of registering any other registration statement, before or after it is declared effective by the sale Commission, a majority of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), Board of Directors of the Company agrees to include determines, in its good faith business judgment, that such registration and the registration offering of the resale of the Registrable Securities in covered by such registration statement and would materially interfere with or otherwise materially adversely affect any financing, acquisition, corporate reorganization or other material transaction or development involving the other applicable covenants and agreements Company or any of its affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such time, then the Company may require the suspension of the distribution of any Registrable Securities (a "Blackout Period") by giving written notice to the Purchasers. Any such notice need not specify the reasons for such suspension if a majority of the Board of Directors of the Company set forth determines, in this Section 6.2 shall apply to its good faith business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until a majority of the Board of Directors of the Company has determined, in its good faith business judgment, that such registration statementand distribution would no longer materially interfere with the matters described in the preceding sentence and has given written notice thereof to the Purchasers, the Company's obligations under this Article 7 will be suspended, provided, that such suspension shall not exceed the first to occur of (x) the filing of the Company's next filing with the Commission and (y) ninety (90) days. The Company shall pay all costs and expenses extend the period of time the Company is required to maintain effective any registration statement required pursuant to Section 7.2.1(f) by a length of time equal to the aggregate length of the Blackout Periods. In the event of any suspension of a registration pursuant to this Section 7.2.1(g), the Purchasers shall be entitled to withdraw from such registration contemplated by this Section 6.2upon written notice to the Company, including and in the reasonable legal fees and expenses (up event of such withdrawal, the request so withdrawn shall be deemed to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithhave not been made.

Registration of Registrable Securities. Within nine (9a) months Parent shall use commercially reasonable efforts to file within sixty (60) days after the First Closing Date, the Company, at its expense, shall have registered pursuant to one or more effective registration statements filed with the SEC under the Securities Act the resale by Lender or any successor thereto any and all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan and (y) upon exercise or conversion date hereof a Registration Statement for a public offering of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or (ii) such time as all of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under (the Securities Act (or any successor provision thereto“Parent Registration Statement”); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements theretoshall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing, so as and to permit keep the resale Parent Registration Statement effective until the earlier of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9i) forty-two (42) months after its effective date or (ii) the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than date on Form S-4 or Form S-8), the Company agrees to include the registration of the resale which all of the Registrable Securities so registered have been sold pursuant to the Parent Registration Statement or have ceased to be Registrable Securities. Parent shall be entitled to include in the Parent Registration Statement shares of Common Stock to be sold by Parent or by other holders of Common Stock for its or their own account, except as and to the extent that such registration statement method of disposition is an Underwritten Offering and in the other applicable covenants and agreements opinion of the Company set forth managing underwriter such inclusion would adversely affect the marketing of the Registrable Securities to be sold. (b) Parent may defer the filing of the Parent Registration Statement if (i) there is material non-public information regarding Parent that the Board of Directors of Parent reasonably determines not to be in this Section 6.2 shall apply Parent’s interest to such registration statement. The Company shall pay all costs disclose and expenses which Parent is not otherwise required to disclose or (ii) Parent is then pursuing a significant business transaction (including, but not limited to, the acquisition or disposition of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender assets or any successor thereto may incur merger, consolidation, tender offer or other similar transaction) which would require disclosure in connection therewitha Registration Statement or other filing with the Commission, but that the Board of Directors of Parent reasonably determines not to be in Parent’s interest to disclose and which Parent is not otherwise required to disclose, provided that, Parent shall, upon determining to seek such deferral, promptly deliver to the Representative a certificate signed by an executive officer of Parent stating that such condition exists and that Parent is deferring such filing and containing an approximation of the length of the anticipated delay. Notwithstanding the foregoing, Parent shall endeavor to file the Parent Registration Statement no later than 120 days following the date hereof.

Registration of Registrable Securities. Within nine In the event registration is required pursuant to Section 4.3(b), Parent agrees to the following: (9a) months after Parent shall, subject to receipt of necessary information in writing from the First Sellers, including an Investor Questionnaire from each Seller, (i) in no event later than sixty (60) calendar days following the Closing Date, the Company, at its expense, shall have registered pursuant to one or more effective registration statements filed with the SEC under the Securities Act the resale by Lender or any successor thereto any and all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan Closing Shares (including the Escrow Shares), if the Closing occurs, (ii) in no event later than sixty (60) calendar days following the date of termination, with respect to the Escrow Shares, if the Agreement is terminated, (iii) in no event later than ninety (90) calendar days following the issuance of any Contingent Shares or a Qualifying Request in respect of any Net Sales Earnout Shares (each such filing date, a “Filing Date”) prepare and file with the SEC one or more Registration Statements on Form S-3 relating to the sale of such shares (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectivelyin each case, the “Registrable Securities”)) by the Sellers from time to time on the Nasdaq National Market System or the facilities of any national securities exchange on which the Parent Common Stock is then traded or in privately negotiated transactions, or such other manner of sale described in the registration statement, which registration statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the Company agrees SEC to maintain the effectiveness and currency of be filed therewith (each such registration statement, a “Registration Statement”), and thereafter use its best efforts to cause such Registration Statement to become and remain effective: (i) with respect to the Closing Shares (including any related prospectus the Escrow Shares) if the Closing occurs, at least until the earlier of the one (1) year anniversary of the date such shares become Unvested Shares (as defined in the Stock Restriction Agreement), the date such shares may be sold under Rule 144(d) of the Securities Act, and the date all shares subject to occur such registration statement have been sold; (ii) with respect to Escrow Shares if the Agreement is terminated or any Contingent Shares if the Closing occurs, at least until the earliest of the one (i1) year anniversary of the resale issuance of such shares, the date such shares may be sold under Rule 144(d) of the Securities Act, and the date all shares subject to such registration statement have been sold; (iii) with respect to any Net Sales Earnout Shares, at least until the earlier of the expiration of a period of ninety (90) calendar days and the date all shares subject to such registration statement have been sold; provided, however, Parent shall have no obligation to file a Registration Statement with respect to any Net Sales Earnout Shares more than once in any twelve (12) month period. (b) If Form S-3 is not available at that time, Parent shall file a Registration Statement on such form as is then available to effect a registration of the Shares. (c) Notwithstanding the foregoing, if Parent determines in good faith that effecting, or taking action to effect, any registration statement pursuant to this Section 4.6 would require, under the Securities Act, disclosure in the registration statement of material, non-public information concerning Parent, its business or prospects or any proposed material transaction involving Parent before Parent would otherwise be required to publicly disclose such information, that such accelerated disclosure is detrimental to Parent and that it is necessary to defer the filing or affecting of a Registration Statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then Parent will have the right to defer (a “Deferral”) its obligations to effect or to take action to effect a registration statement under this Section 4.6 for a period of not more than sixty (60) days with respect to any particular event or circumstances after written notice of such Deferral is given to the Seller Agent, such written notice to include an estimate, subject to the Knowledge of Parent, of the duration of such Deferral; provided, however, that in any one (1) year period Parent may take no more than three (3) Deferrals and the aggregate period of such Deferrals shall not exceed one hundred fifty (150) days. (d) Parent shall use its best efforts, subject to receipt of necessary information from the Sellers, to cause the SEC to declare the Registration Statement effective within thirty (30) calendar days of the Filing Date (the “Best Efforts Effective Date”). However, so long as the Company has filed the Registration Statement by the Filing Date, if the Registration Statement receives SEC review, then the Best Efforts Effective Date will be the one hundred twentieth (120th) calendar day after the Closing Date. Parent’s best efforts will include, but not be limited to, promptly responding to all comments received from the staff of the SEC. If Parent receives notification from the SEC that the Registration Statement will receive no action or review from the SEC, then Parent will, subject to its rights under this Agreement, use its best efforts to cause the Registration Statement to become effective within five (5) business days after such SEC notification. (e) Parent shall prepare and file with the SEC any amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement in accordance with the intended methods of disposition by the Sellers set forth in the Registration Statement. (f) Parent shall furnish to the Seller Agent, on behalf of each Seller with respect to the Registrable Securities registered under the Registration Statement, such number of copies of prospectuses and such other documents as each such Seller may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by Lender such Seller; provided, however, that such materials may be delivered in electronic format. (g) Parent shall use its best efforts to (i) file documents required of Parent for normal blue sky clearance in all states where an exemption is not available and as the Sellers may reasonably request, (ii) to keep such registration or qualification in effect for so long as the Registration Statement remains in effect, and (iii) to take any and all other actions which may be necessary or advisable to enable the Sellers to consummate the disposition in such jurisdictions of the Registrable Securities to be sold by the Sellers; provided, however, that Parent shall not be required to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4.6. (h) Parent shall promptly notify the Seller Agent, on behalf of each Seller: (i) when the Registration Statement, any pre-effective amendment, the prospectus or any successor prospectus supplement related thereto or post-effective amendment to the Registration Statement has been filed, and, with respect to the Registration or any post-effective amendment, when the same has become effective; (ii) of the receipt by Parent of any written comments from the SEC or receipt of any written request by the SEC for additional information with respect to any registration statement or the prospectus related thereto or any written request by the SEC for amending or supplementing the registration statement and the prospectus used in connection therewith; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by Parent of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and (v) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in the manner contemplated Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and in the event of the occurrence of any such event, promptly prepare and furnish, at Parent’s expense, to the Sellers, a number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit 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 under which they were made, provided, however, that that such materials may be delivered in electronic format. (i) Parent shall provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration statement. (j) Parent shall use its best efforts to cause all Registrable Securities covered by the Registration Statement to be listed on the principal securities exchange on which similar securities issued by Parent are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange. (k) Parent shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement. (l) Parent shall cause its officers and employees to participate in, and to otherwise facilitate and cooperate with the preparation of the Registration Statement and prospectus and any amendments or supplements thereto, taking into account the Company’s business needs. (iim) Parent shall, if Parent and its counsel conclude that any such time as action does not violate or will not result in the violation of, any applicable law, regulation or regulatory instruction, cooperate with the Sellers to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance in accordance with the instructions of the Sellers prior to the settlement of any sale of Registrable Securities and instruct any transfer agent or registrar of Registrable Securities to release any stop transfer orders in respect thereof. (n) Parent shall bear all expenses in connection with the procedures in paragraphs (a) through (n) of this Section 4.6 and the registration of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(kthe Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Sellers with respect thereto, or underwriting fees or discounts, brokerage fees and commissions incurred by the Sellers, if any. (o) In the event of a registration of any offering of any of the Registrable Securities under the Securities Act (pursuant to this Section 4.6, Parent will indemnify and hold harmless the Sellers and their permitted assign(s) against any Losses, to which the Seller or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares their assignees may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities become subject under the Securities Act or otherwise, insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Seller or assignee for any legal or other expenses reasonably incurred by the Seller or assignee in connection therewith, including reasonable attorneys’ fees; provided, however, that Parent will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or omission so made in conformity with information furnished in the Investor Questionnaire or in writing by the Sellers or assignee in the or specifically for use in such Registration Statement. (other than on Form S-4 or Form S-8p) In the event of a registration of any offering of any Registrable Securities under the Securities Act pursuant to this Section 4.6, each Seller will severally, and not jointly, indemnify and hold harmless Parent, its directors, officers, agents and employees, each Person who controls Parent (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the Company agrees directors, officers, agents and employees of such controlling Persons, against any Losses, to include which Parent or such Person may become subject under the registration Securities Act or otherwise, if and to the extent such Losses arise out of or are based upon any untrue statement or omission made in conformity with information furnished in the Investor Questionnaire or in writing by such Seller or his or her permitted assignee(s) specifically for use in such Registration Statement, and will reimburse Parent or such Person for any legal or other expenses reasonably incurred by Parent or such Person in connection therewith, including reasonable attorneys’ fees, provided, however, the liability of the resale Seller or assignee hereunder, shall not in any event exceed the proceeds from the sale of the Registrable Securities in covered by such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithRegistration Statement.

Registration of Registrable Securities. Within nine (9a) months after The Trust shall prepare and file with the SEC, and use its commercially reasonable efforts to cause to become effective, as soon as reasonably practicable following the First Closing Date, the Company, at its expense, shall have registered pursuant to one or more effective registration statements filed with the SEC under the Securities Act the resale by Lender or any successor thereto any and all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such a registration statement or on Form S-3 (ii) or, if Form S-3 is not then available, on such time form of registration statement as is then available to effect a registration of all of the Registrable Securities may to be sold so registered) covering the resale of all of the Shares issuable in connection with the redemption of the Initial Applicable Units issued on the First Closing Date. (b) In the event that any Additional Applicable Units are issued by Lender the Operating Partnership pursuant to the Call-Put Agreement, then the Trust shall prepare and file with the SEC, and use its commercially reasonable efforts to cause to become effective, within six months following the Second Closing Date, a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement as is then available to effect a registration of all of the Registrable Securities to be so registered) covering the resale of all of the Shares issuable in connection with the redemption of the Additional Applicable Units issued on the Second Closing Date. (c) Notwithstanding the foregoing provisions of this Section 2.1, but subject to Section 2.7(b), in the event that the Trust is required to prepare and file a registration statement covering Registrable Securities pursuant to paragraph (a) or (b) above, the Trust shall have the right, upon written notice to the Holders, to defer the filing or effectiveness of such registration statement for up to 90 days (the number of days of any such deferral being hereinafter referred to as the "Registration Deferral Period") if (i) the Trust is, at such time, working on an underwritten public offering of its securities for the account of the Trust and is advised by its managing underwriter that such offering would in its opinion be materially adversely affected by such a filing; or (ii) the Trust determines reasonably and in good faith that the filing or effectiveness of such a registration statement, or the offering of Registrable Securities pursuant thereto, would require the disclosure of material non-public information, the disclosure of which at such time could reasonably be expected to have a material adverse effect on the business or affairs of the Trust or a material adverse effect on any proposal or plan by the Trust or any successor thereto pursuant of its subsidiaries to Rule 144(k) under the Securities Act (engage in any extraordinary engagement or any successor provision thereto); and the Company shall take all such further action (activity, including, without limitation, any registration material acquisition of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, assets or any portion thereofmerger, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender consolidation, tender offer or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithsimilar transaction.

Registration of Registrable Securities. Within nine The Company shall prepare and file within fifteen (915) months days after adoption or approval of the First Closing Share Increase Amendment by the Company’s shareholders (the “Filing Date, ”) a registration statement (the “Registration Statement”) covering the resale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, at its expenseand absent such election, shall have registered pursuant to one or more effective registration statements filed with the SEC under the Securities Act covering the resale by Lender or any successor thereto any and of all Company of the shares issued or issuable (x) pursuant of the Registrable Securities. If necessary in the opinion of counsel to the Conversion Right or otherwise Company and the Investor, the Company will file a separate registration statement with respect to the Loan and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or (ii) such time as all underlying securities that may be issued pursuant to Section 6.14 of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunderPreferred Stock Purchase Agreement. The Company shall use its commercially reasonable to cause the Registration Statement to be declared effective by the SEC on the earlier of (i) 90 days following the Filing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “No Review” or similar letter from time the SEC or (iii) the first business day following the day the SEC determines the Registration Statement eligible to time furnish be declared effective (the “Required Effectiveness Date”). Nothing contained herein shall be deemed to Lender 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 any successor thereto sufficient copies potentially acquirable by) the holders of any such prospectus, the Shares of the Company issuable to the Investor upon exercise of the Preferred Stock and any supplements thereto, so as Warrants issued pursuant to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing DatePreferred Stock Purchase Agreement, the Company files shall be required to promptly file a separate registration statement with the SEC for the purpose of registering the sale of its equity securities (utilizing Rule 462 promulgated under the Securities Act (other than on Form S-4 or Form S-8)1933 Act, the Company agrees where applicable) relating to include the registration of the resale of the such Registrable Securities in which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement and as if it were an amendment to the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithRegistration Statement.

Registration of Registrable Securities. Within nine (9) months after The Company shall prepare and file the First Closing Date, Initial Registration Statement covering the sale of such number of shares of the Registrable Securities as the Investors shall elect by written notice to the Company, at and absent such election, covering the sale of all of the Registrable Securities. The Company shall use its expense, shall have commercially reasonable best efforts to cause the Initial Registration Statement to be declared effective by the SEC on the Required Effective Date. Subject to SEC Guidance on the number of Shares which may be registered pursuant to one or more effective registration statements filed Rule 415, nothing contained in this Agreement shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Initial Registration Statement not relate to the maximum number of Registrable Securities (other than as a result of the election by a holder thereof not to have Shares included in the Initial Registration Statement unless such election was made with a view to meeting the SEC Guidance relating to Rule 415), the Company shall be required to promptly file a separate Registration Statement (utilizing Rule 462 promulgated under the 1933 Act, if applicable, to the extent that it may do so) relating to such Registrable Securities Act which then remain unregistered, subject to the resale by Lender SEC Guidance on the earliest day on which such Registration Statement may be filed. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement. No shares of Common Stock or other securities shall be included in the Initial or any successor thereto any and all Company shares Subsequent Registration Statement other than Shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan Investors and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “their transferees who hold Registrable Securities”); it being understood that the Initial and Subsequent Registration Statements shall relate solely to Registrable Securities, and the Company agrees to maintain the effectiveness and currency of each such registration statement, including shall not file any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or (ii) such time as all of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with respect to other securities if the SEC for effect thereof would be to impair the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration ability of the resale Investors to have registered the maximum number of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithwhich are permitted based on SEC Guidance.

Registration of Registrable Securities. Within nine (9a) months Parent shall use commercially reasonable efforts to file within sixty (60) days after the First Closing Date, the Company, at its expense, shall have registered pursuant to one or more effective registration statements filed with the SEC under the Securities Act the resale by Lender or any successor thereto any and all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan and (y) upon exercise or conversion date hereof a Registration Statement for a public offering of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or (ii) such time as all of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under (the Securities Act (or any successor provision thereto“Parent Registration Statement”); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements theretoshall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing, so as and to permit keep the resale Parent Registration Statement effective until the earlier of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9i) twenty-four (24) months after its effective date or (ii) the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than date on Form S-4 or Form S-8), the Company agrees to include the registration of the resale which all of the Registrable Securities so registered have been sold pursuant to the Parent Registration Statement or have ceased to be Registrable Securities. Parent shall be entitled to include in the Parent Registration Statement shares of Common Stock to be sold by Parent or by other holders of Common Stock for its or their own account, except as and to the extent that such registration statement method of disposition is an Underwritten Offering and in the other applicable covenants and agreements opinion of the Company set forth managing underwriter such inclusion would adversely affect the marketing of the Registrable Securities to be sold. (b) Parent may defer the filing of the Parent Registration Statement if (i) there is material non-public information regarding Parent that the Board of Directors of Parent reasonably determines not to be in this Section 6.2 shall apply Parent’s interest to such registration statement. The Company shall pay all costs disclose and expenses which Parent is not otherwise required to disclose or (ii) Parent is then pursuing a significant business transaction (including, but not limited to, the acquisition or disposition of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender assets or any successor thereto may incur merger, consolidation, tender offer or other similar transaction) which would require disclosure in connection therewitha Registration Statement or other filing with the Commission, but that the Board of Directors of Parent reasonably determines not to be in Parent’s interest to disclose, provided that, Parent shall, upon determining to seek such deferral, promptly deliver to the Stockholders a certificate signed by an executive officer of Parent stating that Parent is deferring such filing and containing an approximation of the length of the anticipated delay. Notwithstanding the foregoing, Parent shall endeavor to file the Parent Registration Statement no later than 180 days following the date hereof.