Common use of Registration of Registrable Securities Clause in Contracts

Registration of Registrable Securities. The Company shall prepare and file within thirty (30) days following the timely filing of the Company’s next Form 10-Q (the “Filing Date”) a registration statement covering the resale of such number of Registrable Securities as each Holder shall elect by written notice to the Company, and absent such election, covering the resale of all of the Shares of the Registrable Securities. The Company shall use its reasonable best efforts to cause the registration statement to be declared effective by the SEC by 90 days following the timely filing of the Company’s next Form 10-Q as may be extended only (i) for such time as is necessary for the Company to respond to one or more sets of comments by the SEC, and (ii) so long as the Company takes all action within its control with the cooperation of its legal counsel to respond to the SEC within 10 days of receipt of any such comments (as so extended, 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) any Holder, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Securities Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the registration statement.

Registration of Registrable Securities. The Within twenty one (21) days of the date hereof, the Company shall prepare and file within thirty (30) days following the timely filing of the Company’s next Form 10-Q (the “Filing Date”) a registration statement covering to effect the resale registration under the Securities Act of such number of Registrable Securities as each Holder shall elect by written notice to the Companyall, and absent such electionbut not less than all, covering the resale of all of the Shares of the Registrable Securities which relate (or, because of the indeterminable number thereof, which could reasonably be deemed to relate) to the Securities; all to the extent requisite to permit the public disposition of such Registrable Securities so to be registered. The Company shall use its reasonable best efforts to cause the registration statement Registration Statement which is the subject of this Section 2.1(a) (the "Registration Statement") to be declared effective by the SEC by Commission upon the earlier to occur of (i) 111 days after the date hereof, (ii) 90 days following the timely filing of the Company’s next Form Registration Statement contemplated by this Section 2.1, or (iii) ten (10-Q as may be extended only (i) for such time as is necessary for the Company to respond to one or more sets of comments by the SEC, and (ii) so long as the Company takes all action within its control with the cooperation of its legal counsel to respond to the SEC within 10 business days of after receipt of any such comments a "no review" or similar letter from the Commission (as so extended, 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 Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) any Holderthe holders thereof upon conversion of the Notes, issuance of the Equity Shares, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Securities Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the registration statementRegistration Statement.

Registration of Registrable Securities. The At any time after three (3) months from the date of this Agreement and before the termination of this Agreement, and after the delivery of the Common Stock, the Holders of twenty percent (20%) 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 (30) days after a Registration Request, the Company shall prepare and file within thirty (30) days following the timely filing of the Company’s next Form 10-Q (the “Filing Date”) a registration statement covering to effect the resale of registration under the Securities Act and in compliance with Rule 415 therein, such number of Registrable Securities as each Holder shall elect by written notice to the Company, and absent such election, covering the resale of all of the Shares amount of the Registrable SecuritiesSecurities that relate to the Securities as allowed under Rule 415; all to the extent requisite to permit the public disposition of such Registrable Securities so to be registered. Any Registrable Securities that are not eligible to be registered under Rule 415 shall be subject to a new Registration Rights Agreement to be entered into amongst the parties on substantially the same terms as provided herein. The Company shall use its reasonable best efforts to cause the registration statement Registration Statement which is the subject of this Section 2.1(a) (the “Registration Statement”) to be declared effective by the SEC by 90 Commission upon the earlier to occur of (i) 120 days after the date of the Registration Request, (ii) ninety (90) days following the timely filing of the Company’s next Form Registration Statement contemplated by this Section 2.1, or (iii) ten (10-Q as may be extended only (i) for such time as is necessary for the Company to respond to one or more sets of comments by the SEC, and (ii) so long as the Company takes all action within its control with the cooperation of its legal counsel to respond to the SEC within 10 business days of after receipt of any such comments a “no review” or similar letter from the Commission (as so extended, the “Required Effectiveness Date”). Nothing with the possible exception of Rule 415 of the Securities Act of 1933 as amended, 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) any Holder, the The Company shall not be required to promptly file a separate more than two (2) registration statement (utilizing Rule 462 promulgated under the Securities Act, where applicable) relating statements pursuant to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the registration statementSection 2.1.

Registration of Registrable Securities. The Company shall prepare and file within thirty sixty (3060) days following the timely filing of the Company’s next Form 10-Q date hereof (the “Filing Date”) a registration statement (the “Registration Statement”) covering the resale sale of such number of shares of the Registrable Securities as each Holder the Investor shall elect by written notice to the Company, and absent such election, covering the resale sale of all of the Shares shares of the Registrable Securities. The Company shall use its reasonable best efforts to cause the registration statement Registration Statement to be declared effective by the SEC by 90 on the first to occur of (i) 120 days following the timely filing Filing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “No Review” or similar letter from the Company’s next Form 10-Q as may be extended only SEC or (iiii) for such time as is necessary for the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to respond to one or more sets of be declared effective without further comments by the SEC, and SEC (ii) so long as the Company takes all action within its control with the cooperation of its legal counsel to respond to the SEC within 10 days of receipt of any such comments (as so extended, 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 Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) any Holderthe 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, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Securities 1933 Act, where if applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the registration statementRegistration Statement.

Registration of Registrable Securities. The Company shall prepare and file within thirty one hundred and sixty five (30165) days following the timely filing of the Company’s next Form 10-Q date hereof (the “"Filing Date”") a registration statement (the "Registration Statement") covering the resale of such number of Registrable Securities as each Holder shall elect by written notice to the Company, and absent such election, covering Common Stock into which this Warrant is exchangeable (the resale of all of the Shares of the "Registrable Securities"). The Company shall use its reasonable best efforts to cause the registration statement Registration Statement to be declared effective by the SEC by 90 Securities Exchange Commission ("SEC") on the earlier of (i) 180 days following the timely filing issuance of this Warrant, (ii) ten (10) days following the Company’s next receipt of a "No Review" or similar letter from the SEC, or (iii) the first day following the day the SEC determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). The Required Effectiveness Date shall automatically be extended for all purposes of this Agreement until thirty (30) days after the Company is required to file its Form 10-Q as may be extended only (i) for such time as is necessary for the Company to respond to one or more sets of comments by the SEC, and (ii) so long as the Company takes all action within its control with the cooperation of its legal counsel to respond to KSB including applicable extension if the SEC within 10 days determines that the Company's current financial statements cannot be used for purposes of receipt of any such comments the Registration Statement (as so extended, the “Required Effectiveness Date”or a determination having a comparable effect). 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 Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) any Holderthe Lender, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Securities ActExchange Act of 1934, as amended, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the registration statementRegistration Statement.

Registration of Registrable Securities. The Company shall prepare and file within thirty sixty (3060) days following the timely filing of the Company’s next Form 10-Q date hereof (the “Filing Date”) a registration statement (the “Registration Statement”) covering the resale sale of such number of shares of the Registrable Securities as each Holder the Investors shall elect by written notice to the Company, and absent such election, covering the resale sale of all of the Shares of the Registrable Securities. The Company shall use its reasonable best efforts to cause the registration statement Registration Statement to be declared effective by the SEC by 90 on the first to occur of (i) 120 days following the timely filing Filing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “No Review” or similar letter from the Company’s next Form 10-Q as may be extended only SEC or (iiii) for such time as is necessary for the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to respond to one or more sets of be declared effective without further comments by the SEC, and SEC (ii) so long as the Company takes all action within its control with the cooperation of its legal counsel to respond to the SEC within 10 days of receipt of any such comments (as so extended, 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 if the registration statement Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) any Holderthe holders of the Note, Series A Preferreed Stock or Warrants issued to the Investors pursuant to the Purchase Agreement, other than as a result of the election by the holder thereof not to have Shares included in the Registration Statement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Securities 1933 Act, where if applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the registration statementRegistration Statement.

Registration of Registrable Securities. The Company shall prepare and file within thirty seven (307) days following the timely filing Company's Annual Meeting of Shareholders for 2001 (the "Filing Date"), a registration statement (the "Registration Statement") to register not less than 30,000,000 shares of the Company’s next Form 10-Q (the “Filing Date”) a registration statement covering 's Common Stock to cover the resale of such number of Registrable Securities as each Holder shall elect by written notice to the Company, and absent such election, covering the resale of all of the Shares of the Registrable Securities. 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 has been filed. The Company shall use its reasonable best efforts to cause the registration statement Registration Statement to be declared effective by the SEC by 90 Commission on the earlier of (i) 60 days following the timely filing of the Company’s next Form 10-Q as may be extended only (i) for such time as is necessary for the Company to respond to one Filing Date or more sets of comments by the SEC, and (ii) so long as ten (10) days following the Company takes all action within its control with the cooperation of its legal counsel to respond to the SEC within 10 days of receipt of any such comments a "No Review" or similar letter from the Commission (as so extended, 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 Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) any Holderthe holders thereof upon conversion of the Debentures, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Securities Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such Registration Statement and any such separate registration statement as if it were an amendment to the registration statementRegistration Statement.

Registration of Registrable Securities. The As soon as practicable after the Closing Date (as defined in the Securities Purchase Agreement), but in any event, within twenty (20) days after November 4, 1997, demand for which is hereby given and acknowledged, the Company shall prepare and file within thirty (30) days following the timely filing of the Company’s next Form 10-Q (the “Filing Date”) a registration statement covering to effect the resale registration under the Securities Act of such number of Registrable Securities as each Holder shall elect by written notice to the Companyall, and absent such electionbut not less than all, covering the resale of all of the Shares of the Registrable Securities which relate (or, because of the indeterminable number thereof, which could reasonably be deemed to relate) to the Securities; all to the extent requisite to permit the public disposition of such Registrable Securities so to be registered. The Company shall use its reasonable best efforts to cause the registration statement Registration Statement which is the subject of this Section 2.1(a) (the "Registration Statement") to be declared effective by the SEC by 90 days following Commission upon the timely filing earlier to occur of the Company’s next Form 10-Q as may be extended only (i) for such time as is necessary for the Company to respond to one or more sets of comments by the SECJanuary 15, 1998 and (ii) so long as the Company takes all action within its control with the cooperation of its legal counsel to respond to the SEC within 10 five (5) days of after receipt of any such comments (as so extended, a "no review" or similar letter from the “Required Effectiveness Date”)Commission. Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunderhereunder (the "Required Effectiveness Date"). As a result, should the registration statement Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) any Holderthe holders thereof upon conversion of the Notes or the exercise of Warrants, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Securities Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the registration statementRegistration Statement.

Registration of Registrable Securities. The Company shall prepare and file within thirty sixty days (3060) days following the timely filing of the Company’s next Form 10-Q date hereof (the “Filing Date”) a registration statement (the “Required Registration Statement”) covering the resale of such number of shares of the Registrable Securities as each Holder the Investor shall elect by written notice to the Company, and absent such election, covering the resale of all of the Shares shares of the Registrable Securities. The Company shall use its reasonable best efforts to cause the registration statement Required Registration Statement to be declared effective by the SEC by 90 on the earlier of (i) One Hundred and Eighty (180) days following the timely filing of the Company’s next Form 10-Q as may be extended only (i) for such time as is necessary for the Company to respond to one or more sets of comments by the SECClosing Date, and (ii) so long as ten (10) days following the Company takes all action within its control with the cooperation receipt of its legal counsel to respond to a “No Review” or similar letter from the SEC within 10 days of receipt of any such comments or (as so extended, iii) the first business day following the day the SEC determines the Required 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 Required Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) any Holderthe holders of the Shares of the Company issued to the Investor pursuant to the Preferred Stock Purchase Agreement, the Company shall be required to promptly file a separate registration statement Registration Statement (utilizing Rule 462 promulgated under the Securities 1933 Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement Registration Statement as if it were an amendment to the registration statementRequired Registration Statement.

Registration of Registrable Securities. The Company shall prepare and file within thirty Forty-Five (3045) days following the timely filing of the Company’s next Form 10-Q Closing Date (the “Filing Date”"FILING DATE") a registration statement (the "REGISTRATION STATEMENT") covering the resale of such number of Registrable Securities as each Holder the Investor shall elect by written notice to the Company, and absent such election, covering the resale of all of the Shares of the Registrable SecuritiesSecurities . The Company shall use its reasonable best efforts to cause the registration statement Registration Statement to be declared effective by the SEC by 90 on the earlier of (i) 150 days following the timely filing of Closing Date with respect to the Company’s next Form 10-Q as may be extended only (i) for such time as is necessary for the Company to respond to one or more sets of comments by the SECRegistration Statement, and (ii) so long as ten (10) days following the Company takes all action within its control with the cooperation receipt of its legal counsel to respond to a "No Review" or similar letter from the SEC within 10 days of receipt of any such comments or (as so extended, iii) the “Required Effectiveness Date”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 Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) any Holderthe holders of the Shares of the Company issued to the Investor pursuant to the Preferred Stock Purchase Agreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Securities 1933 Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the registration statementRegistration Statement.

Registration of Registrable Securities. The As soon as is practicable after the Closing Date (as defined in the Note Purchase Agreement), but in no event later than April 14, 1998, demand for which is hereby given and acknowledged, the Company shall prepare and file within thirty (30) days following the timely filing of the Company’s next Form 10-Q (the “Filing Date”) a registration statement covering to effect the resale registration under the Securities Act of all, but not less than all, of the Registrable Securities to the extent requisite to permit the public offer and sale of such number of Registrable Securities as each Holder shall elect by written notice to the Company, and absent such election, covering the resale of all of the Shares of the Registrable Securities. The Company shall use its reasonable best efforts to cause the registration statement which is the subject of this Section 2.1(a) (the "Registration Statement") to be declared effective by the SEC by 90 days following Commission upon the timely filing earlier to occur of the Company’s next Form 10-Q as may be extended only (i) for such time as is necessary for the Company to respond to one June 15, 1998 or more sets of comments by the SEC, and (ii) so long as the Company takes all action within its control with the cooperation of its legal counsel to respond to the SEC within 10 five (5) business days of after receipt of any such comments a "no review" letter from the Commission (as so extended, the “"Required Effectiveness Date”"). Nothing contained herein shall be deemed to limit the number of -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT - Page 1 (Take-Two Interactive Software, Inc.) Registrable Securities to be registered by the Company hereunderas required under the Note Purchase Agreement. As a result, should the registration statement Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) any Holderthe holders thereof upon conversion of the Note, exercise of the Warrant or in connection with the issuance of Grant Shares or Additional Grant Shares, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Securities Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the registration statementRegistration Statement.

Registration of Registrable Securities. The As soon as is practicable after the occurrence of each Liquidity Event, but in no event later than thirty (30) days thereafter, the Company shall prepare and file within thirty (30) days following the timely filing of the Company’s next Form 10-Q (the “Filing Date”) a registration statement covering to effect the resale registration under the Securities Act of such number of Registrable Securities as each Holder shall elect by written notice to the Companyall, and absent such electionbut not less than all, covering the resale of all of the Shares of the Registrable Securities which relate (or, because of the indeterminable number thereof, which could reasonably be deemed to relate) to the Securities; all to the extent requisite to permit the public disposition of such Registrable Securities so to be registered. The Company shall use its reasonable best efforts to cause the registration statement Registration Statement which is the subject of this Section 2.1(a) (the "Registration Statement") to be declared effective by the SEC by 90 days following Commission upon the timely filing earlier to occur of the Company’s next Form 10-Q as may be extended only (i) for such time as is necessary for 90 days after the Company to respond to one occurrence of a Liquidity Event or more sets of comments by the SEC, and (ii) so long as the Company takes all action within its control with the cooperation of its legal counsel to respond to the SEC within 10 five (5) business days of after receipt of any such comments a "no review" or similar letter from the Commission (as so extended, 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 Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) any Holderthe holders thereof upon conversion of the Convertible Instruments, or exercise of the Warrants, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Securities Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the registration statementRegistration Statement.

Registration of Registrable Securities. The Company shall prepare and file within thirty sixty (3060) days following the timely filing of the Company’s next Form 10-Q date hereof (the “"Filing Date”") a registration statement (the "Registration Statement") covering the resale sale of such number of shares of the Registrable Securities as each Holder the Investors shall elect by written notice to the Company, and absent such election, covering the resale sale of all of the Shares shares of the Registrable Securities. The Company shall use its reasonable best efforts to cause the registration statement Registration Statement to be declared effective by the SEC by 90 on the first to occur of (i) 120 days following the timely filing Filing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Company’s next Form 10-Q as may be extended only SEC or (iiii) for such time as is necessary for the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to respond to one or more sets of be declared effective without further comments by the SEC, and SEC (ii) so long as the Company takes all action within its control with the cooperation of its legal counsel to respond to the SEC within 10 days of receipt of any such comments (as so extended, 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 Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) any Holderthe holders of the Shares of the Company issued to the Investors 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, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Securities 1933 Act, where if applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the registration statementRegistration Statement.

Registration of Registrable Securities. The Company shall prepare and file within thirty (30) days following the timely filing of the Company’s next Form 10-Q date hereof (the “"Filing Date”") a registration statement (the "Registration Statement") covering the resale of such number of shares of the Registrable Securities as each Holder the Investor shall elect by written notice to the Company, and absent such election, covering the resale of all of the Shares shares of the Registrable Securities. The Company shall use its reasonable best efforts to cause the registration statement Registration Statement to be declared effective by the SEC by 90 on the earlier of (i) 150 days following the timely filing of Closing Date with respect to the Company’s next Form 10-Q as may be extended only (i) for such time as is necessary for the Company to respond to one or more sets of comments by the SECRegistration Statement, and (ii) so long as ten (10) days following the Company takes all action within its control with the cooperation receipt of its legal counsel to respond to a "No Review" or similar letter from the SEC within 10 days of receipt of any such comments or (as so extended, 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 Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) any Holderthe holders of the Shares of the Company issued to the Investor pursuant to the Preferred Stock Purchase Agreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Securities 1933 Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the registration statementRegistration Statement.

Registration of Registrable Securities. The Company shall prepare and file within thirty Forty Five (3045) days following the timely filing of the Company’s next Form 10-Q date hereof (the “"Filing Date”") a registration statement (the "Registration Statement") covering the resale of such number of shares of the Registrable Securities as each Holder the Investor shall elect by written notice to the Company, and absent such election, covering the resale of all of the Shares shares of the Registrable Securities. The Company shall use its reasonable best efforts to cause the registration statement Registration Statement to be declared effective by the SEC by 90 on the earlier of (i) 120 days following the timely filing of Closing Date with respect to the Company’s next Form 10-Q as may be extended only (i) for such time as is necessary for the Company to respond to one or more sets of comments by the SECRegistration Statement, and (ii) so long as ten (10) days following the Company takes all action within its control with the cooperation receipt of its legal counsel to respond to a "No Review" or similar letter from the SEC within 10 days of receipt of any such comments or (as so extended, iii) the “fifth business day following the day the SEC determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date”"), provided, that, if the SEC reviews and has written comments to a Registration Statement that would require the filing of a pre-effective amendment thereto with the Commission, then the Effectiveness Date under this clause shall be extended by 40 days. 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 Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) any Holderthe holders of the Shares of the Company issued to the Investor pursuant to the Preferred Stock Purchase Agreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Securities 1933 Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the registration statementRegistration Statement.

Registration of Registrable Securities. The Company shall prepare and file within thirty fifteen (3015) days following the timely filing of the Company’s next Form 10-Q date hereof (the “"Filing Date”") a registration statement (the "Registration Statement") covering the resale of such number of Registrable Securities as each Holder shall elect by written notice to the Company, and absent such election, covering the resale of all of the Shares of the Registrable Securities. The Company shall use its reasonable best efforts to cause the registration statement Registration Statement to be declared effective by the SEC by 90 Commission on the earlier of (i) 60 days following the timely filing of date hereof with respect to the Company’s next Form 10-Q as may be extended only (i) for such time as is necessary for the Company to respond to one or more sets of comments by the SECRegistration Statement, and (ii) so long as ten (10) days following the Company takes all action within its control with the cooperation of its legal counsel to respond to the SEC within 10 days of receipt of any such comments a "No Review" or similar letter from the Commission or (as so extended, iii) the “first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date”"); provided, however, in the event the Company is not eligible to use Form S-3 for the Registration Statement, the Filing Date and the Required Effectiveness Date shall each be extended by 30 calendar days from the date on which the Commission notifies the Company of its ineligibility to use Form S-3 and the Required Effectiveness Date shall be extended for 60 calendar days from the date on which the Commission notifies the Company of its ineligibility to use Form S-3. 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 Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) any Holderthe holders thereof upon conversion of the Debentures, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Securities Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the registration statementRegistration Statement.

Registration of Registrable Securities. The Company shall prepare and file within thirty (30) days following the timely filing of the Company’s next Form 10-Q date hereof (the “"Filing Date”") a registration statement (the "Registration Statement") covering the resale of such number of shares of the Registrable Securities as each Holder the Investor shall elect by written notice to the Company, and absent such election, covering the resale of all of the Shares shares of the Registrable Securities. The Company shall use its reasonable best efforts to cause the registration statement Registration Statement to be declared effective by the SEC by 90 on the earlier of (i) 120 days following the timely filing of Closing Date with respect to the Company’s next Form 10-Q as may be extended only (i) for such time as is necessary for the Company to respond to one or more sets of comments by the SECRegistration Statement, and (ii) so long as ten (10) days following the Company takes all action within its control with the cooperation receipt of its legal counsel to respond to a "No Review" or similar letter from the SEC within 10 days of receipt of any such comments or (as so extended, 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 Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) any Holderthe holders of the Shares of the Company issued to the Investor pursuant to the Preferred Stock Purchase Agreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Securities 1933 Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the registration statementRegistration Statement.

Registration of Registrable Securities. The Company shall prepare and file within thirty (30) days following the timely filing of the Company’s next Form 10-Q date hereof (the “"Filing Date”") a registration statement (the "Registration Statement") covering the resale sale of such number of shares of the Registrable Securities as each Holder the Purchasers shall elect by written notice to the Company, and absent such election, covering the resale sale of all of the Shares of the Registrable Securities. The Company shall use its reasonable best efforts to cause the registration statement Registration Statement to be declared effective by the SEC by 90 on the first to occur of (i) 120 days following the timely filing Filing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Company’s next Form 10-Q as may be extended only SEC or (iiii) for such time as is necessary for the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to respond to one or more sets of be declared effective without further comments by the SEC, and SEC (ii) so long as the Company takes all action within its control with the cooperation of its legal counsel to respond to the SEC within 10 days of receipt of any such comments (as so extended, 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 Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) any Holderthe holders of the Shares of the Company issued to the Purchasers pursuant to the Preferred Stock 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, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Securities 1933 Act, where if applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the registration statementRegistration Statement.

Registration of Registrable Securities. The Company shall prepare and file within thirty (30) days following the timely filing of the Company’s next Form 10-Q date hereof (the “"Filing Date”") a registration statement (the "Registration Statement") covering the resale of such number of shares of the Registrable Securities as each Holder the Investor shall elect by written notice to the Company, and absent such election, covering the resale of all of the Shares shares of the Registrable Securities. The Company shall use its reasonable best efforts to cause the registration statement Registration Statement to be declared effective by the SEC by 90 on the earlier of (i) one hundred and fifty (150) days following the timely filing of Closing Date with respect to the Company’s next Form 10-Q as may be extended only (i) for such time as is necessary for the Company to respond to one or more sets of comments by the SECRegistration Statement, and (ii) so long as ten (10) days following the Company takes all action within its control with the cooperation receipt of its legal counsel to respond to a "No Review" or similar letter from the SEC within 10 days of receipt of any such comments or (as so extended, 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 Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) any Holderthe holders of the Shares of the Company issued to the Investor pursuant to the Preferred Stock Purchase Agreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Securities 1933 Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the registration statementRegistration Statement.