Common use of Registration of the Securities Clause in Contracts

Registration of the Securities. After the expiration of the Restricted Period, if the COMPANY fails to issue to the PURCHASER or the PURCHASER's transferees certificates for shares of Common Stock issuable upon conversion of the Debentures bearing no restrictive legend and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, then the COMPANY shall be required, at the request of the PURCHASER and at the COMPANY's expense, to effect the registration of such shares of Common Stock under the act, and relevant Blue Sky laws as promptly as is practicable. The COMPANY and the PURCHASER shall cooperate in good faith in connection with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY shall file a registration statement within thirty (30) days of PURCHASER's written demand therefor and shall use its best efforts to cause such registration statement to become effective as soon as practicable thereafter. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the Securities and Exchange Commission with respect to such registration statement and promptly preparing and filing amendments to such registration statement which are responsive to the comments received from the staff of the Securities and Exchange Commission. Once declared effective by the Securities and Exchange Commission, the COMPANY shall cause such registration statement to remain effective until the earlier of (I) the sale by the PURCHASER of all shares of Common Stock so registered or (ii) 120 days after the effective date of such registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Act and relevant Blue Sky laws within 120 days after the date of the PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such date; provided, however, that the payment of such liquidated damages shall not relieve the COMPANY from its obligations to register such shares of Common Stock pursuant to this Section

Registration of the Securities. After the expiration of the Restricted Period, if the COMPANY fails to issue to the PURCHASER or the PURCHASER's transferees certificates for shares of Common Stock issuable upon conversion of the Debentures bearing no restrictive legend The Company shall: (a) prepare and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, then the COMPANY shall be required, at the request of the PURCHASER and at the COMPANY's expense, to effect the registration of such shares of Common Stock under the act, and relevant Blue Sky laws as promptly as is practicable. The COMPANY and the PURCHASER shall cooperate in good faith in connection file with the furnishing of information required for such registration and SEC, as soon as practicable, but in no event later than 10 business days after the taking of such other actions Closing Date (as may be legally or commercially necessary defined in order to effect such registration. The COMPANY shall file the Purchase Agreement), a registration statement within thirty on Form S-3 (30the “Registration Statement”) days for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act registering the resale from time to time by the Investors of PURCHASER's written demand therefor and shall the Registrable Securities; (b) use its commercially reasonable best efforts to cause such registration statement the Registration Statement to become effective as soon as practicable thereafter. Such and no later than five business days after the receipt of a notice of “no review” from the SEC or, in the event of SEC review, no later than 90 days after the Registration Statement is initially filed by the Company with the SEC; (c) subject to Section 2.2, use its commercially reasonable best efforts shall include, but to prepare and file with the SEC such amendments and supplements to the Registration Statement and the related prospectus used in connection therewith (the “Prospectus”) as may be necessary to keep the Registration Statement current and effective for a period not be limited to, promptly responding to exceeding the earlier of: (i) the second anniversary of the initial effectiveness of the Registration Statement; (ii) the date on which all comments received from the staff Holders may sell all Registrable Securities then held by such Holders without restriction under Rule 144 of the Securities and Exchange Commission Act; or (iii) such time as all Registrable Securities have been sold (together, the “Registration Period”); (d) furnish to the Holders with respect to the Registrable Securities registered under the Registration Statement such registration statement number of copies of the Registration Statement and promptly preparing and filing amendments to such registration statement which are responsive to Prospectuses (including any preliminary prospectuses) in conformity with the comments received from the staff requirements of the Securities Act and Exchange Commission. Once declared effective such other documents as the Holders may reasonably request, in order to facilitate the sale or other disposition of all or any of the Registrable Securities by the Holders; (e) use its commercially reasonable best efforts to register and qualify the Registrable Securities and Exchange Commission, the COMPANY shall cause such registration statement to remain effective until the earlier of (I) the sale covered by the PURCHASER of all shares of Common Stock so registered Registration Statement under such other securities or (ii) 120 days after the effective date of such registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Act and relevant Blue Sky laws within 120 days after of such jurisdictions in the date of the PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, United States as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to reasonably requested by the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such dateHolders; provided, however, that the payment of such liquidated damages Company shall not relieve be required in connection therewith or as a condition thereto to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f) advise the COMPANY from Holders promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its obligations commercially reasonable best efforts to register prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such shares stop order should be issued; (g) notify each Holder of Common Stock securities registered by such Registration Statement at any time when a Prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (h) bear all Registration Expenses in connection with the procedures in paragraphs (a) through (g) of this Section 2.1 and the registration of the Registrable Securities pursuant to this Sectionthe Registration Statement.

Registration of the Securities. After (a) The Company shall notify all Selling Stockholders in writing at least ten (10) days prior to the expiration filing of any registration statement under the Securities Act for the purpose of registering securities of the Company, excluding registration statements on SEC Forms X-0, X-0 or any similar or successor forms, and will afford each such Selling Stockholder an opportunity to include in such registration statement all or part of such Restricted Stock held by such Selling Stockholder. Each Selling Stockholder desiring to include in any such registration statement all or any part of the Restricted PeriodStock held by it shall, within five (5) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Restricted Stock by such Selling Stockholder. If a Selling Stockholder decides not to include all of its Restricted Stock in any registration statement thereafter filed by the Company, such Selling Stockholder shall nevertheless continue to have the right to include any Restricted Stock in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Company may, without the consent of the Selling Stockholders, withdraw such registration statement prior to its becoming effective if the COMPANY fails proposal to issue register the securities proposed to be registered thereby is abandoned. (b) In the PURCHASER event that any registration pursuant to Section 6.2(a) shall be, in whole or the PURCHASER's transferees certificates for shares in part, an underwritten public offering of Common Stock issuable upon conversion on behalf of the Debentures bearing no restrictive legend Company, all Purchasers proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell, and free of stop transfer instructions for (ii) second, the Restricted Stock and any reason other than registrable securities eligible and requested to be included in such registration to the COMPANY's reasonable good faith belief extent that the representations and warranties made by number of shares to be registered under this clause (ii) will not, in the PURCHASER in this Agreement were untrue when madeopinion of the managing underwriter, then adversely affect the COMPANY offering of the securities pursuant to clause (i). In such a case, shares shall be required, at registered pro rata among the request holders of such Restricted Stock and registrable securities on the basis of the PURCHASER number of shares eligible for registration that are owned by all such holders and at requested to be included in such registration. (c) Notwithstanding anything to the COMPANYcontrary contained herein, the Company's expenseobligation in Sections 6.2(a) and 6.2(b) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to effect obtain a commitment from an underwriter relative to the sale of the Restricted Stock or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (d) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6.2 prior to the effectiveness of such shares registration without thereby incurring liability to the holders of Common Stock under the actRestricted Stock, and relevant Blue Sky laws as promptly as is practicable. The COMPANY and the PURCHASER shall cooperate regardless of whether any holder has elected to include securities in good faith in connection with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY Registration Expenses (as defined in Section 6.5) of such withdrawn registration shall file a registration statement within thirty (30) days of PURCHASER's written demand therefor and shall use its best efforts to cause such registration statement to become effective as soon as practicable thereafter. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the Securities and Exchange Commission with respect to such registration statement and promptly preparing and filing amendments to such registration statement which are responsive to the comments received from the staff of the Securities and Exchange Commission. Once declared effective borne by the Securities and Exchange Commission, the COMPANY shall cause such registration statement to remain effective until the earlier of (I) the sale by the PURCHASER of all shares of Common Stock so registered or (ii) 120 days after the effective date of such registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Act and relevant Blue Sky laws within 120 days after the date of the PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, as liquidated damages for such failure and not as a penalty, an amount Company in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such date; provided, however, that the payment of such liquidated damages shall not relieve the COMPANY from its obligations to register such shares of Common Stock pursuant to this Sectionaccordance with Section 6.4 hereof.

Registration of the Securities. After the expiration of the Restricted Period, if the COMPANY fails to issue to the PURCHASER or the PURCHASER's transferees certificates for shares of Common Stock issuable upon conversion of the Debentures bearing no restrictive legend The Company hereby agrees that it shall prepare and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, then the COMPANY shall be required, at the request of the PURCHASER and at the COMPANY's expense, to effect the registration of such shares of Common Stock under the act, and relevant Blue Sky laws as promptly as is practicable. The COMPANY and the PURCHASER shall cooperate in good faith in connection file with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY shall file a registration statement within SEC no later than thirty (30) days following the Closing Date, and not later than thirty (30) days following any date on which Contingent Company Warrants are exercised in an amount that results in the Company receiving aggregate exercise payments of PURCHASER's written demand therefor at least $6 million (each, a “Qualifying Exercise”) (each, a “Filing Deadline”), a registration statement on Form S-3 (except that if the Company is not then eligible to register for resale the Initial Shares and the applicable Warrant Shares (as defined below) on Form S-3, then such registration shall be on the appropriate form) (together with any other registration statements filed under this Section 5 and any preliminary or final prospectus, exhibit, supplement or amendment included therein, the “Registration Statements”), to (i) enable the resale of the Initial Shares and shares of Common Stock underlying the Initial Company Warrants, and (ii) in the event of a Qualifying Exercise, enable the resale of the Contingent Company Warrant Shares and the shares of Common Stock underlying the Contingent Company Second Warrants (the shares of Common Stock underlying the Initial Company Warrants, the Contingent Company Warrant Shares and the shares of Common Stock underlying the Contingent Company Second Warrants, collectively, the “Warrant Shares”) (together with any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Initial Shares or the applicable Warrant Shares, the “Registrable Shares”) by holders of such Initial Shares and/or Warrant Shares from time to time on a continuous basis pursuant to Rule 415 under the Securities Act. The Company shall use its best commercially reasonable efforts to cause such registration statement a Registration Statement to become effective as soon as practicable thereafter. Such best efforts shall includebe declared effective, but not be limited towithin ninety (90) days following the Closing Date and, promptly responding to all comments received from the staff of the Securities and Exchange Commission with respect to such registration statement and promptly preparing and filing amendments to such registration statement which are responsive to a Qualifying Exercise, (90) days following the comments received from the staff date of the Securities and Exchange Commission. Once declared effective Qualifying Exercise (each, a “Required Effective Date”) or, in the event of a review of such Registration Statement by the Securities and Exchange CommissionSEC, a Required Effective Date will be within one hundred twenty (120) days following the COMPANY shall cause such registration statement Closing Date or the date of the Qualifying Exercise, as applicable, and, subject to exceptions provided herein, to remain continuously effective until the earlier of (IA) the sale by the PURCHASER eleventh anniversary of all shares of Common Stock so registered or (ii) 120 days after the effective date of such registration statement. In Registration Statement, (B) the event that date on which all Registrable Shares have been publicly sold thereunder, or (C) the COMPANY has date on which all of the Registrable Shares (other than Registrable Shares held by an individual who is not effected an affiliate of the registration Company due to his or her status as an executive of such shares of Common Stock the Company), can be sold pursuant to Rule 144 promulgated under the Securities Act and relevant Blue Sky laws (as such rule may be amended from time to time) not subject to volume limitations (the “Registration Period”). If the Company receives notification from the SEC that a Registration Statement will receive no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause such Registration Statement to become effective within 120 days three (3) Business Days after the date of the PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such date; provided, however, that the payment of such liquidated damages shall not relieve the COMPANY from its obligations to register such shares of Common Stock pursuant to this SectionSEC notification;

Registration of the Securities. After 16.1.1 Within thirty (30) days following the expiration date any Securities are delivered to PPG as set forth in Section 15.1 above, UDC shall prepare and file with the Commission one or more registration statements (on Form S-3, or other appropriate form of registration statement) under the Restricted Period1933 Act (each a “Registration Statement”), if the COMPANY fails to issue to the PURCHASER or the PURCHASER's transferees certificates for shares of Common Stock issuable upon conversion of the Debentures bearing no restrictive legend together with such state law qualifications and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, then the COMPANY shall be requiredcompliances with applicable law, at the request sole expense of the PURCHASER UDC, in respect of PPG, so as to permit public offering and at the COMPANY's expense, to effect the registration resale of such shares of Common Stock Securities (hereinafter, the “Registrable Securities”) under the act, and relevant Blue Sky laws 1933 Act by PPG. 16.1.2 UDC shall use commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as promptly as is practicable, but in any event within one hundred twenty (120) days following the filing date thereof and within five (5) days after Commission clearance. 16.1.3 UDC will cause each Registration Statement or any post-effective amendment filed under this Article 16 to remain continuously effective under the 1933 Act until the earliest of (i) the date that none of the Registrable Securities covered by such Registration Statement are outstanding; (ii) the date that all of the Registrable Securities covered by such Registration Statement have been sold by PPG pursuant to such Registration Statement; (iii) the date that PPG receives an opinion of counsel to UDC, which counsel shall be reasonably acceptable to PPG, that the Registrable Securities may be sold under the provisions of Rule 144 without limitation as to volume or a requirement of “brokers transactions”; (iv) the date that all of the Registrable Securities covered by such Registration Statement have been otherwise transferred to persons who may trade such shares without restriction under the 1933 Act, and UDC has delivered a new certificate or other evidence of ownership for such Registrable Securities not bearing a restrictive legend; or (v) the date that all of the Registrable Securities covered by such Registration Statement may be sold without any time, volume or manner limitations pursuant to Rule 144(k) or any similar provision then in effect under the 1933 Act in the opinion of counsel to UDC, provided such counsel is reasonably acceptable to PPG. The COMPANY If, under Commission rules or policies of the Commission staff, any of the Registrable Securities for any reason cannot be included in a Registration Statement initially filed by UDC and must be included in a separate registration statement, UDC shall file all such additional registration statements as may be needed to permit PPG to offer and resell to the public all of the Registrable Securities, and the PURCHASER term “Registration Statement” shall cooperate in good faith for purposes of this Agreement be deemed to include all such additional registration statements. 16.1.4 All fees, disbursements and out-of-pocket expenses and costs incurred by UDC in connection with the furnishing preparation and filing of information required for such registration each Registration Statement under this Article 16, and in complying with applicable federal and state securities laws (including, without limitation, all attorneys’ and accountants’ fees of UDC), shall be borne by UDC. PPG shall bear the cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to its sale of the Registrable Securities and the taking fees and expenses of such other actions as may be legally its counsel. PPG and its counsel shall have a reasonable period, of not less than two (2) business days for each Registration Statement filed hereunder and for each amendment or commercially necessary in order subsequently filed Registration Statement, to effect such registration. The COMPANY review the proposed Registration Statement or any amendment thereto, prior to filing with the Commission, and UDC shall file a registration statement within thirty (30) days provide PPG with copies of PURCHASER's written demand therefor and shall use its best efforts to cause such registration statement to become effective as soon as practicable thereafter. Such best efforts shall include, but not be limited to, promptly responding to all comments any comment letters received from the staff of the Securities Commission and Exchange Commission each written response thereto with respect thereto within two (2) business days of receipt or sending thereof. UDC shall make reasonably available for inspection by PPG, any underwriter participating in any disposition pursuant to such registration statement Registration Statement, and promptly preparing any attorney, accountant or other agent retained by PPG or any such underwriter all financial and filing amendments other records, pertinent corporate documents and properties of UDC and its subsidiaries, and cause UDC’s officers, directors and employees to be reasonably available for discussions with and to supply all information reasonably requested by such registration statement which are responsive to the comments received from the staff of the Securities and Exchange Commission. Once declared effective by the Securities and Exchange CommissionPPG or any such underwriter, the COMPANY shall cause such registration statement to remain effective until the earlier of (I) the sale by the PURCHASER of all shares of Common Stock so registered attorney, accountant or (ii) 120 days after the effective date of such registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Act and relevant Blue Sky laws within 120 days after the date of the PURCHASER's demand thereforagent in connection with each Registration Statement, the COMPANY shall pay to the PURCHASER by wire transferin each case, as liquidated damages is customary for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such datesimilar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by UDC, in good faith, as confidential, proprietary or containing any material non-public information shall be kept confidential by PPG and any such underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the payment case of any such underwriter or agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving UDC an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided further that, if the foregoing inspection and information gathering would otherwise unreasonably disrupt UDC’s conduct of its business, such inspection and information gathering shall, to the maximum extent reasonably practicable, be coordinated on behalf of PPG and the other persons entitled thereto by one firm of counsel reasonably acceptable to PPG and such other persons. To the extent necessary, UDC shall qualify any of the Registrable Securities for sale in such states as such PPG reasonably designates, except that UDC shall not be required to qualify in any state which will require an escrow relating to UDC and/or the sellers of Registrable Securities, or which will require UDC to qualify to do business in such state or require UDC to file therein any general consent to service of process. UDC, at its expense, will supply PPG with copies of each Registration Statement and the prospectus included therein and other related documents in such quantities as may be reasonably requested by PPG. 16.1.5 If UDC delivers to PPG a certificate signed by UDC’s President and Chief Operating Officer and Chief Financial Officer to the effect that (i) UDC is aware of nonpublic information concerning UDC that has not been disclosed in a Registration Statement either by incorporation of 1934 Act filings by UDC or by information included directly in such Registration Statement, and (ii) in the good faith judgment of UDC, the disclosure of such liquidated damages shall information in such Registration Statement may have a material adverse effect on the business, operations, properties, assets, prospects or condition (financial or otherwise) of UDC, then, PPG agrees not relieve the COMPANY from its obligations to register such shares effect any sales of Common Stock Registrable Securities pursuant to this Sectionsuch Registration Statement until such time as PPG (a) is advised in writing by UDC that the use of the applicable prospectus contained in such Registration Statement may be resumed, (b) has received copies of a supplemental or amended prospectus, if applicable, containing such information and (c) has received copies of one or more additional or supplemental filings, if any, which are incorporated or deemed to be incorporated by reference in such prospectus and which contain such information. UDC agrees to, as promptly as practicable, prepare any supplement or amendment to the applicable prospectus or to make any additional or supplemental filings so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of material fact or omit to state any fact necessary to make the statements therein not misleading.

Registration of the Securities. After 16.1.1 Within thirty (30) days following the expiration date any Securities are delivered to PPG as set forth in Section 15.1 above, UDC shall prepare and file with the Commission one or more registration statements (on Form S-3, or other appropriate form of registration statement) under the Restricted Period1933 Act (each a "Registration Statement"), if the COMPANY fails to issue to the PURCHASER or the PURCHASER's transferees certificates for shares of Common Stock issuable upon conversion of the Debentures bearing no restrictive legend together with such state law qualifications and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, then the COMPANY shall be requiredcompliances with applicable law, at the request sole expense of the PURCHASER UDC, in respect of PPG, so as to permit public offering and at the COMPANY's expense, to effect the registration resale of such shares of Common Stock Securities (hereinafter, the "Registrable Securities") under the act, and relevant Blue Sky laws 1933 Act by PPG. 16.1.2 UDC shall use commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as promptly as is practicable, but in any event within one hundred twenty (120) days following the filing date thereof and within five (5) days after Commission clearance. 16.1.3 UDC will cause each Registration Statement or any post-effective amendment filed under this Article 16 to remain continuously effective under the 1933 Act until the earliest of (i) the date that none of the Registrable Securities covered by such Registration Statement are outstanding; (ii) the date that all of the Registrable Securities covered by such Registration Statement have been sold by PPG pursuant to such Registration Statement; (iii) the date that PPG receives an opinion of counsel to UDC, which counsel shall be reasonably acceptable to PPG, that the Registrable Securities may be sold under the provisions of Rule 144 without limitation as to volume or a requirement of "brokers transactions"; (iv) the date that all of the Registrable Securities covered by such Registration Statement have been otherwise transferred to persons who may trade such shares without restriction under the 1933 Act, and UDC has delivered a new certificate or other evidence of ownership for such Registrable Securities not bearing a restrictive legend; or (v) the date that all of the Registrable Securities covered by such Registration Statement may be sold without any time, volume or manner limitations pursuant to Rule 144(k) or any similar provision then in effect under the 1933 Act in the opinion of counsel to UDC, provided such counsel is reasonably acceptable to PPG. The COMPANY If, under Commission rules or policies of the Commission staff, any of the Registrable Securities for any reason cannot be included in a Registration Statement initially filed by UDC and must be included in a separate registration statement, UDC shall file all such additional registration statements as may be needed to permit PPG to offer and resell to the public all of the Registrable Securities, and the PURCHASER term "Registration Statement" shall cooperate in good faith for purposes of this Agreement be deemed to include all such additional registration statements. 16.1.4 All fees, disbursements and out-of-pocket expenses and costs incurred by UDC in connection with the furnishing preparation and filing of information required for such registration each Registration Statement under this Article 16, and in complying with applicable federal and state securities laws (including, without limitation, all attorneys' and accountants' fees of UDC), shall be borne by UDC. PPG shall bear the cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to its sale of the Registrable Securities and the taking fees and expenses of such other actions as may be legally its counsel. PPG and its counsel shall have a reasonable period, of not less than two (2) business days for each Registration Statement filed hereunder and for each amendment or commercially necessary in order subsequently filed Registration Statement, to effect such registration. The COMPANY review the proposed Registration Statement or any amendment thereto, prior to filing with the Commission, and UDC shall file a registration statement within thirty (30) days provide PPG with copies of PURCHASER's written demand therefor and shall use its best efforts to cause such registration statement to become effective as soon as practicable thereafter. Such best efforts shall include, but not be limited to, promptly responding to all comments any comment letters received from the staff of the Securities Commission and Exchange Commission each written response thereto with respect thereto within two (2) business days of receipt or sending thereof. UDC shall make reasonably available for inspection by PPG, any underwriter participating in any disposition pursuant to such registration statement Registration Statement, and promptly preparing any attorney, accountant or other agent retained by PPG or any such underwriter all financial and filing amendments other records, pertinent corporate documents and properties of UDC and its subsidiaries, and cause UDC's officers, directors and employees to be reasonably available for discussions with and to supply all information reasonably requested by such registration statement which are responsive to the comments received from the staff of the Securities and Exchange Commission. Once declared effective by the Securities and Exchange CommissionPPG or any such underwriter, the COMPANY shall cause such registration statement to remain effective until the earlier of (I) the sale by the PURCHASER of all shares of Common Stock so registered attorney, accountant or (ii) 120 days after the effective date of such registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Act and relevant Blue Sky laws within 120 days after the date of the PURCHASER's demand thereforagent in connection with each Registration Statement, the COMPANY shall pay to the PURCHASER by wire transferin each case, as liquidated damages is customary for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such datesimilar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by UDC, in good faith, as confidential, proprietary or containing any material non-public information shall be kept confidential by PPG and any such underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the payment case of any such underwriter or agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving UDC an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided further that, if the foregoing inspection and information gathering would otherwise unreasonably disrupt UDC's conduct of its business, such inspection and information gathering shall, to the maximum extent reasonably practicable, be coordinated on behalf of PPG and the other persons entitled thereto by one firm of counsel reasonably acceptable to PPG and such other persons. To the extent necessary, UDC shall qualify any of the Registrable Securities for sale in such states as such PPG reasonably designates, except that UDC shall not be required to qualify in any state which will require an escrow relating to UDC and/or the sellers of Registrable Securities, or which will require UDC to qualify to do business in such state or require UDC to file therein any general consent to service of process. UDC, at its expense, will supply PPG with copies of each Registration Statement and the prospectus included therein and other related documents in such quantities as may be reasonably requested by PPG. 16.1.5 If UDC delivers to PPG a certificate signed by UDC's President and Chief Operating Officer and Chief Financial Officer to the effect that (i) UDC is aware of nonpublic information concerning UDC that has not been disclosed in a Registration Statement either by incorporation of 1934 Act filings by UDC or by information included directly in such Registration Statement, and (ii) in the good faith judgment of UDC, the disclosure of such liquidated damages shall information in such Registration Statement may have a material adverse effect on the business, operations, properties, assets, prospects or condition (financial or otherwise) of UDC, then, PPG agrees not relieve the COMPANY from its obligations to register such shares effect any sales of Common Stock Registrable Securities pursuant to this Sectionsuch Registration Statement until such time as PPG (a) is advised in writing by UDC that the use of the applicable prospectus contained in such Registration Statement may be resumed, (b) has received copies of a supplemental or amended prospectus, if applicable, containing such information and (c) has received copies of one or more additional or supplemental filings, if any, which are incorporated or deemed to be incorporated by reference in such prospectus and which contain such information. UDC agrees to, as promptly as practicable, prepare any supplement or amendment to the applicable prospectus or to make any additional or supplemental filings so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of material fact or omit to state any fact necessary to make the statements therein not misleading.

Registration of the Securities. After Following the expiration delivery of the Restricted Perioda Notice of Conversion, if the COMPANY fails to issue to the PURCHASER or the PURCHASER's permitted transferees certificates for shares of Common Stock issuable upon conversion of the Debentures bearing no restrictive legend and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, or that such issuance would be in violation of securities laws, then the COMPANY shall be required, at the request of the PURCHASER and at the COMPANY's expense, to effect the registration of such shares of Common Stock stock under the act, and relevant Blue Sky laws as promptly as is practicable. The COMPANY and the PURCHASER shall cooperate in good faith in connection with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY shall file a registration statement within thirty forty-five (3045) days of PURCHASER's written demand therefor and shall use its best efforts to cause such registration statement to become effective as soon as practicable thereafter, provided, however, that if such forty-five (45) day period terminates at any time from February 12 through March 30 of any calendar year, the COMPANY shall file the required registration statement at the earliest to occur of (i) March 31 of such calendar year or (ii) the fifth business day after audited financial statements of the COMPANY are available. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the Securities and Exchange Commission with respect to such registration statement and promptly preparing and filing amendments to such registration statement which are responsive to the comments received from the staff of the Securities and Exchange Commission. Once declared effective by the Securities and Exchange Commission, the COMPANY shall cause such registration statement to remain effective until the earlier of (Ii) the sale by the PURCHASER of all shares of Common Stock so registered or (ii) 120 days after the effective date of such registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Act and relevant Blue Sky laws within 120 one hundred forty-five (145) days after the date of the PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,00050,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120145-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such date; provided, however, that the payment of such liquidated damages shall not relieve the COMPANY from its obligations to register such shares of Common Stock pursuant to this SectionSection 9. Notwithstanding the preceding sentence, the 145 day period referred to therein shall be tolled during the period from February 12 through March 30 of any calendar year.

Registration of the Securities. After 5.1 Registration ProceduresThe Company shall: ----------------------- (a) Subject to receipt of necessary information from the expiration of Investor, prepare and file with the Restricted PeriodSEC, if not later than 30 days after the COMPANY fails to issue to date hereof, a registration statement on such form as the PURCHASER or the PURCHASER's transferees certificates for shares of Common Stock issuable upon conversion of the Debentures bearing no restrictive legend and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, then the COMPANY shall be required, at the request of the PURCHASER and at the COMPANY's expense, Company may use to effect the registration of such shares the Shares, subject to the consent of the Investor (the "Registration Statement") to enable the resale of the Shares by the Investor from time to time through the automated quotation system of the Nasdaq Stock Market (or the facilities of any national securities exchange on which the Company's Common Stock under is then traded) or in privately-negotiated transactions. (b) Use its commercially reasonable efforts, subject to receipt of necessary information from the actInvestor, and relevant Blue Sky laws as promptly as is practicable. The COMPANY and the PURCHASER shall cooperate in good faith in connection with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY shall file a registration statement within thirty (30) days of PURCHASER's written demand therefor and shall use its best efforts to cause such registration statement the Registration Statement to become be declared effective by the SEC as soon as practicable thereafterafter filing. Such best The Company's commercially reasonable efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the SEC. If the Company receives notification from the SEC that the Registration Statement shall receive no action or review from the SEC, then the Company shall, subject to its rights under Section 5.3 cause the Registration Statement to become effective as soon as practicable days after such SEC notification. (c) Use its commercially reasonable efforts to prepare and file with the SEC (i) such amendments and supplements to the Registration Statement, (ii) any prospectus used in connection with the Registration Statement and (iii) any documents required by the SEC, the Securities Act and the Exchange Commission with respect Act, each as may be necessary to such keep the Registration Statement current and continuously effective as a "shelf" registration statement for a period not exceeding the earliest of (x) the date on which the Investor may sell all Shares then held by the Investor, without registration and promptly preparing and filing amendments without regard to any volume limitations by reason of Rule 144(k) of the Securities Act or (y) such registration statement which are responsive time as all Shares held by the Investor have been sold pursuant to a Registration Statement (the "Registration Period"). (d) Furnish to the comments Investor whose Shares are included in a Registration Statement, (i) promptly after each document is prepared and publicly distributed, filed with the SEC or received by the Company, one copy of any Registration Statement filed pursuant to this Agreement and any amendments thereto, each final prospectus and each amendment or supplement thereto; and each letter written by or on behalf of the Company to the SEC and any portions relevant to the Investor contained in any item of correspondence from the SEC or the staff of the Securities SEC, in each case relating to such Registration Statement (other than any portion of any item thereof which contains information for which the Company has sought confidential treatment), and Exchange Commission. Once declared effective by the Securities and Exchange Commission, the COMPANY shall cause such registration statement to remain effective until the earlier of (I) the sale by the PURCHASER of all shares of Common Stock so registered or (ii) 120 days after such number of copies of the effective date Registration Statement and prospectuses in conformity with the requirements of such registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Securities Act and relevant Blue Sky laws within 120 days after such other documents as the date Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the PURCHASER's demand thereforShares by the Investor, the COMPANY shall pay to the PURCHASER by wire transfer, as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such date; provided, however, that the payment obligation of the Company to deliver copies of prospectuses or preliminary prospectuses to the Investor shall be subject to the receipt by the Company of reasonable assurances from the Investor that the Investor shall comply with the applicable provisions of the Securities Act and of such liquidated damages other securities or Blue Sky laws as may be applicable in connection with any use of such prospectuses or preliminary prospectuses. The Company shall immediately notify by facsimile the Investor whose Shares are included in any Registration Statement of the effectiveness of the Registration Statement and any post-effective amendment. (e) Use its commercially reasonable efforts to (i) register and qualify the Shares covered by a Registration Statement under such other securities or Blue Sky laws of such jurisdictions as the Investor who holds (or has the right to hold) Shares being offered reasonably requests, (ii) prepare and file in those jurisdictions any amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain their effectiveness during the Registration Period, (iii) take any other actions necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take any other actions reasonably necessary or advisable to qualify the Shares for sale in such jurisdictions. Notwithstanding the foregoing, the Company is not relieve required, in connection with such obligations, to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5.1, (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause material expense or burden to the COMPANY from Company, or (E) make any change in its certificate of Incorporation or By-laws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its shareholders. (f) During the period when copies of the prospectus are required to be delivered under the Securities Act or the Exchange Act, file all documents required to be filed with the SEC pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder. (g) Advise the Investor, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it shall promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. It shall be a condition precedent to the obligations of the Company to register such shares of Common Stock take any action pursuant to this SectionSection 5.1 that the Investor shall furnish to the Company such information regarding itself, the Shares to be sold by the Investor, and the intended method of disposition of such Shares as shall be required to effect the registration of the Shares.

Registration of the Securities. After the expiration The Company shall: (a) within fifteen (15) days of the Restricted Perioddate of this Agreement, if the COMPANY fails to issue to the PURCHASER or the PURCHASER's transferees certificates for shares of Common Stock issuable upon conversion of the Debentures bearing no restrictive legend prepare and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, then the COMPANY shall be required, at the request of the PURCHASER and at the COMPANY's expense, to effect the registration of such shares of Common Stock under the act, and relevant Blue Sky laws as promptly as is practicable. The COMPANY and the PURCHASER shall cooperate in good faith in connection file with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY shall file Commission a registration statement within thirty (30) days with respect to such Registrable Securities on any form that may be utilized by the Company and that shall permit the disposition of PURCHASER's written demand therefor the Registrable Securities, and shall use its best efforts to cause such registration statement to become effective within forty-five (45) days of the date of this Agreement and remain effective thereafter as soon provided herein; provided, that prior to filing a registration statement or prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of any registration statement, the Company will furnish to each of the Investors and their respective counsel copies of all such documents proposed to be filed sufficiently in advance of filing to provide them with a reasonable opportunity to review such documents and comment thereon. If at the time the Company files the registration statement registering the Registrable Securities pursuant to this Section 2, the sale or other disposition of such Registrable Securities by the Holders may be made pursuant to a registration statement on Form S-3 (or any successor form that permits the incorporation by reference of future filings by the Company under the Exchange Act), such registration statement shall be filed as practicable thereaftera "shelf" registration statement pursuant to Rule 415 under the Securities Act (or any successor rule). Such Any such shelf registration shall cover the disposition of all Registrable Securities in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may be specified by the Investors. The Company shall use its best efforts to keep such "shelf" registration continuously effective as long as the delivery of a prospectus is required under the Securities Act in connection with the disposition of the Registrable Securities registered thereby and in furtherance of such obligation, shall includesupplement or amend such registration statement if, but not 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) prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith as may be limited to, promptly responding necessary to all comments received from keep such registration statement effective and current and to comply with the staff provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement, including such amendments (including post-effective amendments) and Exchange Commission supplements as may be necessary to reflect the intended method of disposition by the prospective seller or sellers of such Registrable Securities; (c) subject to receiving reasonable assurances of confidentiality, for so long as the registration statement remains effective, make available for inspection by the selling holders of Registrable Securities being offered and their respective counsel, such financial and other information and books and records of the Company, and cause the officers, directors, employees, counsel and independent certified public accountants of the Company to respond to such inquiries as shall be reasonably necessary, in the judgment of such counsel, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; (d) promptly notify the selling holders of Registrable Securities and confirm such advice in writing, (i) when such registration statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of any comments by the Commission, by the National Association of Securities Dealers Inc. ("NASD"), and promptly preparing and filing by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by any such entity for amendments or supplements to such registration statement which are responsive to the comments received from the staff or prospectus or for additional information, (iii) of the Securities and Exchange Commission. Once declared effective issuance by the Securities and Exchange Commission, Commission of any stop order suspending the COMPANY shall cause effectiveness of such registration statement to remain effective until or the earlier initiation or threatening of any proceedings for that purpose, (Iiv) of the sale receipt by the PURCHASER Company of all shares any notification with respect to the suspension of Common Stock so registered the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (v) at any time when a prospectus is required to be delivered under the Securities Act, that such registration statement, prospectus, prospectus amendment or supplement or post-effective amendment, or any document incorporated by reference in any of the foregoing, contains 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, in light of the circumstances under which they are made, not misleading; (e) furnish to each selling holder of Registrable Securities being offered prospectuses or amendments or supplements thereto, in such quantities as they may reasonably request and as soon as practicable, that update previous prospectuses or amendments or supplements thereto; (f) use its best efforts to (i) register or qualify the Registrable Securities to be included in a registration statement hereunder under such other securities laws or blue sky laws of such jurisdictions within the United States of America as any selling holder of such Registrable Securities shall reasonably request, (ii) 120 days after keep such registrations or qualifications in effect for so long as the effective date registration statement remains in effect and (iii) take any and all such actions as may be reasonably necessary or advisable to enable such holder to consummate the disposition in such jurisdictions of such registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Act and relevant Blue Sky laws within 120 days after the date of the PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected Registrable Securities owned by such dateholder; provided, however, that the payment of such liquidated damages Company shall not relieve be required for any such purpose to (x) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the COMPANY from its obligations requirements of this Section 2(h), (y) subject itself to register taxation in any such shares jurisdiction or (z) consent to general service of process in any such jurisdiction; (g) cause all such Registrable Securities to be listed or accepted for quotation on each securities exchange or automated quotation system on which the Company's Common Stock pursuant then trades; and (h) otherwise use best efforts to this Sectioncomply with all applicable provisions of the Securities Act, and rules and regulations of the Commission.

Registration of the Securities. After The Company hereby agrees that it shall prepare and file with the expiration SEC no later than seven (7) business days following the Closing Date (the “Filing Deadline”), a registration statement on Form S-3 (except that if the Company is not then eligible to register for resale the Shares and the Warrant Shares (as defined below) on Form S-3, then such registration shall be on the appropriate form) (together with any other registration statements filed under this Section 5 and any preliminary or final prospectus, exhibit, supplement or amendment included therein, the “Registration Statements”), to enable the resale of the Restricted Period, if the COMPANY fails to issue to the PURCHASER or the PURCHASER's transferees certificates for Shares and shares of Common Stock issuable upon conversion of underlying the Debentures bearing no restrictive legend and free of stop transfer instructions for any reason other than Warrants (the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, then the COMPANY shall be required, at the request of the PURCHASER and at the COMPANY's expense, to effect the registration of such shares of Common Stock underlying the Warrants the “Warrant Shares”) (together with any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Shares or the Warrant Shares, the “Registrable Shares”) by holders of such Shares and/or Warrant Shares from time to time on a continuous basis pursuant to Rule 415 under the act, and relevant Blue Sky laws as promptly as is practicableSecurities Act. The COMPANY and the PURCHASER shall cooperate in good faith in connection with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY shall file a registration statement within thirty (30) days of PURCHASER's written demand therefor and Company shall use its best commercially reasonable efforts to cause a Registration Statement to be declared effective, within ninety (90) days following the Closing Date (the “Required Effective Date”) or, in the event of a review of such registration statement to become effective as soon as practicable thereafter. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the Securities and Exchange Commission with respect to such registration statement and promptly preparing and filing amendments to such registration statement which are responsive to the comments received from the staff of the Securities and Exchange Commission. Once declared effective Registration Statement by the Securities and Exchange CommissionSEC, the COMPANY shall cause such registration statement Required Effective Date will be within one hundred twenty (120) days following the Closing Date and, subject to exceptions provided herein, to remain continuously effective until the earlier of (IA) the sale by the PURCHASER fifth anniversary of all shares of Common Stock so registered or (ii) 120 days after the effective date of such registration statement. In Registration Statement, (B) the event that date on which all Registrable Shares have been publicly sold thereunder, or (C) the COMPANY has date on which all of the Registrable Shares (other than Registrable Shares held by an individual who is not effected an affiliate of the registration Company due to his or her status as an executive of such shares of Common Stock the Company), can be sold pursuant to Rule 144 promulgated under the Securities Act and relevant Blue Sky laws (as such rule may be amended from time to time) not subject to volume limitations (the “Registration Period”). If the Company receives notification from the SEC that a Registration Statement will receive no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause such Registration Statement to become effective within 120 days three (3) Business Days after the date of the PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such date; provided, however, that the payment of such liquidated damages shall not relieve the COMPANY from its obligations to register such shares of Common Stock pursuant to this SectionSEC notification;

Registration of the Securities. After the expiration of the Restricted Period, if the COMPANY fails to issue to the PURCHASER or the PURCHASER's transferees certificates for shares of Common Stock issuable upon conversion of the Debentures bearing no restrictive legend The Company shall: (a) prepare and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, then the COMPANY shall be required, at the request of the PURCHASER and at the COMPANY's expense, to effect the registration of such shares of Common Stock under the act, and relevant Blue Sky laws as promptly as is practicable. The COMPANY and the PURCHASER shall cooperate in good faith in connection file with the furnishing of information required for such registration and SEC, as soon as practicable, but in no event later than 10 business days after the taking of such other actions Closing Date (as may be legally or commercially necessary defined in order to effect such registration. The COMPANY shall file the Purchase Agreement), a registration statement within thirty on Form S-3 (30the "REGISTRATION STATEMENT") days for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act registering the resale from time to time by the Investors of PURCHASER's written demand therefor and shall the Registrable Securities; (b) use its commercially reasonable best efforts to cause such registration statement the Registration Statement to become effective as soon as practicable thereafter. Such and no later than five business days after the receipt of a notice of "no review" from the SEC or, in the event of SEC review, no later than 90 days after the Registration Statement is initially filed by the Company with the SEC; (c) subject to Section 2.2, use its commercially reasonable best efforts shall include, but to prepare and file with the SEC such amendments and supplements to the Registration Statement and the related prospectus used in connection therewith (the "PROSPECTUS") as may be necessary to keep the Registration Statement current and effective for a period not be limited to, promptly responding to exceeding the earlier of: (i) the second anniversary of the initial effectiveness of the Registration Statement; (ii) the date on which all comments received from the staff Holders may sell all Registrable Securities then held by such Holders without restriction under Rule 144 of the Securities and Exchange Commission Act; or (iii) such time as all Registrable Securities have been sold (together, the "REGISTRATION PERIOD"); (d) furnish to the Holders with respect to the Registrable Securities registered under the Registration Statement such registration statement number of copies of the Registration Statement and promptly preparing and filing amendments to such registration statement which are responsive to Prospectuses (including any preliminary prospectuses) in conformity with the comments received from the staff requirements of the Securities Act and Exchange Commission. Once declared effective such other documents as the Holders may reasonably request, in order to facilitate the sale or other disposition of all or any of the Registrable Securities by the Holders; (e) use its commercially reasonable best efforts to register and qualify the Registrable Securities and Exchange Commission, the COMPANY shall cause such registration statement to remain effective until the earlier of (I) the sale covered by the PURCHASER of all shares of Common Stock so registered Registration Statement under such other securities or (ii) 120 days after the effective date of such registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Act and relevant Blue Sky laws within 120 days after of such jurisdictions in the date of the PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, United States as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to reasonably requested by the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such dateHolders; provided, however, that the payment of such liquidated damages Company shall not relieve be required in connection therewith or as a condition thereto to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f) advise the COMPANY from Holders promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its obligations commercially reasonable best efforts to register prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such shares stop order should be issued; (g) notify each Holder of Common Stock securities registered by such Registration Statement at any time when a Prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (h) bear all Registration Expenses in connection with the procedures in paragraphs (a) through (g) of this Section 2.1 and the registration of the Registrable Securities pursuant to this Sectionthe Registration Statement.

Registration of the Securities. After The Company hereby covenants and agrees that: (a) within 180 days from the expiration date of Acceptance by the Company for any Units subscribed for hereunder, the Company shall use its reasonable best efforts to file a Registration Statement under the U.S. Act with the SEC covering the proposed registration and disposition of not less than fifty percent (50%) of the Restricted PeriodSecurities (including any shares issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares issued to the Subscriber hereunder or under the Warrant) to be acquired hereunder by the Subscriber; (b) upon the filing of said Registration Statement with the SEC, the Company shall use its reasonable best efforts to obtain an effective date from the SEC for the Registration Statement (the “Effective Date”) within nine months from the initial date of Acceptance by the Company for any Units subscribed for hereunder; (c) upon the receipt by the Company from the SEC of an Effective Date for said Registration Statement, the Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement for a period of not less than two years months from the Effective Date in order to coincide with the Warrant Exercise Period of the Warrants hereunder, including the filing of such amendments and supplements to the Registration Statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the U.S. Act; -- $0.35 Unit For Debt Private Placement Subscription Agreement -- -- Omnicity Corp. -- (d) if the COMPANY fails Company proposes to issue to the PURCHASER register or the PURCHASER's transferees certificates for list any of its shares of Common Stock issuable upon conversion common stock under applicable law in Canada, either for its own account or for the account of any other stockholder of the Debentures bearing no restrictive legend and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when madeCompany, then the COMPANY Company will give written notice thereof to the Subscriber at least 30 days prior to the commencement of the registration or listing process and shall use its commercially reasonable efforts to include the Securities in such registration or listing; provided that the Company may exclude the Securities from any underwritten public offering in Canada to the extent the underwriter of such offering advises the Company in writing that marketing factors require a limitation of the amount of securities to be underwritten. (e) the Company (i) will keep the Subscriber advised in writing as to the initiation of the registration and as to the completion thereof, (ii) will give the Subscriber, its underwriters, if any, and their respective counsel, the opportunity to participate in the preparation of the Registration Statement, each prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto, (iii) will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers, its counsel and the independent public accountants who have certified its financial statements as shall be requirednecessary, at in the request opinion of the PURCHASER Subscriber’s and at the COMPANY's expensesuch underwriters’ respective counsel, to effect conduct a reasonable due diligence investigation within the registration meaning of such shares of Common Stock under the actU.S. Act, and relevant Blue Sky laws as promptly as is practicable. The COMPANY (iv) will furnish the Subscriber with a copy of all documents filed with and all correspondence from or to the PURCHASER shall cooperate in good faith SEC in connection with the furnishing Registration Statement; (f) the Company will furnish the Subscriber with such number of information required for such registration prospectuses and other documents incident thereto, including supplements and amendments, as Subscriber may reasonably request; (g) the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY shall file a registration statement within thirty (30) days of PURCHASER's written demand therefor and shall use its best efforts to cause such registration statement to become effective as soon as practicable thereafter. Such best efforts shall include, but not be limited to, promptly responding to Company will list all comments received from the staff of the Securities and Exchange Commission with respect to such registration statement and promptly preparing and filing amendments to such registration statement which are responsive to the comments received from the staff of the Securities and Exchange Commission. Once declared effective covered by the Securities and Exchange Commission, Registration Statement on any securities exchange or quotation system on which the COMPANY shall cause such registration statement to remain effective until the earlier of (I) the sale by the PURCHASER of all shares of Common Stock so registered or (ii) 120 days after the effective date of such registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Act and relevant Blue Sky laws within 120 days after the date of the PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such date; provided, however, that the payment of such liquidated damages shall not relieve the COMPANY from its obligations to register such shares of Common Stock pursuant to this SectionCompany’s securities are then listed;

Registration of the Securities. After (a) Verio agrees: (i) as soon as practicable after the expiration Closing Date, but in no event later than 30 days after the Closing Date, to prepare and file with the Commission a Resale Registration Statement covering the resale by the SSB Parties, from time to time of the Restricted Period, if the COMPANY fails to issue to the PURCHASER or the PURCHASER's transferees certificates for a number of shares of Common Stock issuable upon conversion at least equal to the number of Purchased Securities and the Debentures bearing no restrictive legend Pledged Securities in any manner of distribution specified in the Master Confirmation (the "Initial Resale Registration Statement"), but in any event permitting distribution by underwritten public offering, direct sales from time to time and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, then the COMPANY shall be required, at the request of the PURCHASER and at the COMPANY's expense, to effect the registration of such shares of Common Stock under the actblock trades, and relevant Blue Sky laws as promptly as is practicable. The COMPANY and the PURCHASER shall cooperate in good faith in connection with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY shall file a registration statement within thirty (30) days of PURCHASER's written demand therefor and shall use its best efforts to cause such registration statement to become effective obtain effectiveness of the Initial Resale Registration Statement as soon promptly as practicable thereafter. Such best efforts shall includefollowing such filing, but not be limited to, promptly responding to all comments received from in no event later than 90 days after the staff Closing Date. If the aggregate number of the Purchased Securities and Exchange Commission with respect to such registration statement and promptly preparing and filing amendments to such registration statement which are responsive to Pledged Securities plus any Additional Securities exceeds the comments received from the staff number of the Securities and Exchange Commission. Once declared effective by the Securities and Exchange Commission, the COMPANY shall cause such registration statement to remain effective until the earlier of (I) the sale by the PURCHASER of all shares of Common Stock so registered covered by the Initial Resale Registration Statement, then Verio shall promptly prepare and file with the Commission such additional Resale Registration Statement or Statements as shall be necessary to cover the resale by the SSB Parties of such Additional Securities in the same manner as contemplated by the Initial Resale Registration Statement, provided that prior to issuing any such Additional Securities to the SSB Parties, the applicable Resale Registration Statement shall have become effective and no stop order suspending such effectiveness shall be in effect; (ii) 120 days after to use its best efforts to maintain each Resale Registration Statement continuously effective until the later to occur of (A) the termination of the Master Confirmation; and (B) the final disposition by the SSB Parties of all Purchased 8 Securities and Securities received by it under the Master Confirmation. Verio shall be deemed not to have used its best efforts to maintain a Resale Registration Statement effective date during the requisite period if it voluntarily takes any action that would result in the SSB Parties' inability to effect public sales of the Securities thereunder, unless (X) such registration statement. In action is required by applicable law; or (Y) such action is taken by Verio in good faith and for valid business reasons (not including avoidance of its respective obligations under this Agreement), including the event acquisition or divestiture of assets, so long as the Company promptly thereafter prepares and files with the Commission a post-effective amendment to such Resale Registration Statement or an amendment or supplement to the related Resale Prospectus and such other documents so that such Resale Prospectus shall not include an untrue statement of a material fact or omit to state any material fact necessary to make the COMPANY has statements therein, in the light of the circumstances under which they were made, not effected the registration of such shares of Common Stock under misleading; (iii) to cause (A) any Resale Registration Statement and any amendment thereto and any Resale Prospectus forming a part thereof and any amendment or supplement thereto to comply in all material respects with the Act and relevant Blue Sky laws within 120 days after the date Exchange Act and the respective rules and regulations thereunder; (B) any Resale Registration Statement and any amendment thereto not, when it becomes effective, to contain 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; and (C) any Resale Prospectus forming a part of any Resale Registration Statement and any amendment or supplement thereto not to include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the PURCHASER's demand thereforcircumstances under which they were made, not misleading; (iv) to advise the SSB Parties in writing (A) when a Resale Registration Statement or any post-effective amendment thereto shall have been filed with the Commission and when such Resale Registration Statement or any post-effective amendment thereto shall have become effective; (B) of any request by the Commission for any amendment or supplement to any Resale Registration Statement or related Resale Prospectus or for additional information; (C) of the issuance by the Commission of any stop order suspending the effectiveness of any Resale Registration Statement or the initiation of any proceedings for that purpose; (D) of the receipt by Verio of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction designated by the SSB Parties in accordance with clause (x) below or the initiation or threatening of any proceeding for such purpose; and (E) the happening of any event that requires the making of any changes in any Resale Registration Statement or related Resale Prospectus so that, as of such date, the COMPANY shall pay statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the PURCHASER by wire transferstatements therein (in the case of any such Resale Prospectus, as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration light of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such date; provided, however, that the payment of such liquidated damages shall not relieve the COMPANY from its obligations to register such shares of Common Stock pursuant to this Sectioncircumstances under which

Registration of the Securities. After Subject to sections "5.1" to "5.3" hereinabove, the expiration Company hereby covenants and agrees that: (a) within two months from the date of Acceptance by the Company for any Units subscribed for hereunder the Company shall use its reasonable commercial efforts to file a Registration Statement under the U.S. Act with the SEC covering the proposed registration and disposition of all Securities (including any shares issued as a dividend or other distribution with respect to or in exchange for or in replacement of the Restricted Periodshares issued to the Subscriber hereunder or under the Warrant) to be acquired hereunder by the Subscriber; (b) upon the filing of said Registration Statement with the SEC, the Company shall use its reasonable commercial efforts to obtain an effective date from the SEC for the Registration Statement (the "Effective Date") within four months from the initial date of Acceptance by the Company for any Units subscribed for hereunder; (c) upon the receipt by the Company from the SEC of an Effective Date for said Registration Statement, the Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement for a period of up to two years from the Effective Date in order to coincide with the Warrant Exercise Period of the Warrants hereunder, including the filing of such amendments and supplements to the Registration Statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the U.S. Act; (d) if the COMPANY fails Company proposes to issue to the PURCHASER register or the PURCHASER's transferees certificates for list any of its shares of Common Stock issuable upon conversion common stock under applicable law in Canada, either for its own account or for the account of any other stockholder of the Debentures bearing no restrictive legend and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when madeCompany, then the COMPANY Company will give written notice thereof to the Subscriber at least 30 days prior to the commencement of the registration or listing process and shall use its commercially reasonable efforts to include the Securities in such registration or listing; provided that the Company may exclude the Securities from any underwritten public offering in Canada to the extent the underwriter of such offering advises the Company in writing that marketing factors require a limitation of the amount of securities to be underwritten; (e) the Company: (i) will keep the Subscriber advised in writing as to the initiation of the registration and as to the completion thereof; (ii) will give the Subscriber, its underwriters, if any, and their respective counsel, the opportunity to participate in the preparation of the Registration Statement, each prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto; (iii) will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers, its counsel and the independent public accountants who have certified its financial statements as shall be requirednecessary, at in the request opinion of the PURCHASER Subscriber's and at the COMPANY's expensesuch underwriters' respective counsel, to effect conduct a reasonable due diligence investigation within the registration meaning of such shares the U.S. Act; and (iv) will furnish the Subscriber with a copy of Common Stock under all documents filed with and all correspondence from or to the act, and relevant Blue Sky laws as promptly as is practicable. The COMPANY and the PURCHASER shall cooperate in good faith SEC in connection with the furnishing Registration Statement; (f) the Company will furnish the Subscriber with such number of information required for such registration prospectuses and other documents incident thereto, including supplements and amendments, as Subscriber may reasonably request; (g) the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY shall file a registration statement within thirty (30) days of PURCHASER's written demand therefor and shall use its best efforts to cause such registration statement to become effective as soon as practicable thereafter. Such best efforts shall include, but not be limited to, promptly responding to Company will list all comments received from the staff of the Securities and Exchange Commission with respect to such registration statement and promptly preparing and filing amendments to such registration statement which are responsive to the comments received from the staff of the Securities and Exchange Commission. Once declared effective covered by the Securities and Exchange Commission, Registration Statement on any securities exchange or quotation system on which the COMPANY shall cause such registration statement to remain effective until the earlier of (I) the sale by the PURCHASER of all shares of Common Stock so registered or (ii) 120 days after the effective date of such registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Act and relevant Blue Sky laws within 120 days after the date of the PURCHASERCompany's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such datesecurities are then listed; provided, however, that the payment of such liquidated damages shall not relieve the COMPANY from its obligations to register such shares of Common Stock pursuant to this Sectionand

Registration of the Securities. After the expiration of the Restricted Period, if the COMPANY fails to issue to the PURCHASER or the PURCHASER's transferees certificates for shares of Common Stock issuable upon conversion of the Debentures bearing no restrictive legend and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, then the COMPANY shall be required, at the request of the PURCHASER and at the COMPANY's expense, to effect the registration of such shares of Common Stock stock under the act, and relevant Blue Sky laws as promptly as is practicable. The COMPANY and the PURCHASER shall cooperate in good faith in connection with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY shall file a registration statement within thirty (30) days of PURCHASER's written demand therefor and shall use its best efforts to cause such registration statement to become effective as soon as practicable thereafter. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the Securities and Exchange Commission with respect to such registration statement and promptly preparing and filing amendments to such registration statement which are responsive to the comments received from the staff of the Securities and Exchange Commission. Once declared effective by the Securities and Exchange Commission, the COMPANY shall cause such registration statement to remain effective until the earlier of (Ii) the sale by the PURCHASER of all shares of Common Stock so registered or (ii) 120 days after the effective date of such registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Act and relevant Blue Sky laws within 120 days after the date of the PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such date; provided, however, that the payment of such liquidated damages shall not relieve the COMPANY from its obligations to register such shares of Common Stock pursuant to this SectionSection 9.

Registration of the Securities. After The Company hereby covenants and agrees that: (a) within 180 days from the expiration date of Acceptance by the Company for any Units subscribed for hereunder, the Company shall use its reasonable best efforts to file a Registration Statement under the U.S. Act with the SEC covering the proposed registration and disposition of not less than fifty percent (50%) of the Restricted PeriodSecurities (including any shares issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares issued to the Subscriber hereunder or under the Warrant) to be acquired hereunder by the Subscriber; (b) upon the filing of said Registration Statement with the SEC, the Company shall use its reasonable best efforts to obtain an effective date from the SEC for the Registration Statement (the “Effective Date”) within nine months from the initial date of Acceptance by the Company for any Units subscribed for hereunder; (c) upon the receipt by the Company from the SEC of an Effective Date for said Registration Statement, the Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement for a period of not less than two years months from the Effective Date in order to coincide with the Warrant Exercise Period of the Warrants hereunder, including the filing of such amendments and supplements to the Registration Statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the U.S. Act; (d) if the COMPANY fails Company proposes to issue to the PURCHASER register or the PURCHASER's transferees certificates for list any of its shares of Common Stock issuable upon conversion common stock under applicable law in Canada, either for its own account or for the account of any other stockholder of the Debentures bearing no restrictive legend and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when madeCompany, then the COMPANY Company will give written notice thereof to the Subscriber at least 30 days prior to the commencement of the registration or listing process and shall use its commercially reasonable efforts to include the Securities in such registration or listing; provided that the Company may exclude the Securities from any underwritten public offering in Canada to the extent the underwriter of such offering advises the Company in writing that marketing factors require a limitation of the amount of securities to be underwritten. -- $0.35 Unit Private Placement Subscription Agreement -- -- Omnicity Corp. -- (e) the Company (i) will keep the Subscriber advised in writing as to the initiation of the registration and as to the completion thereof, (ii) will give the Subscriber, its underwriters, if any, and their respective counsel, the opportunity to participate in the preparation of the Registration Statement, each prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto, (iii) will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers, its counsel and the independent public accountants who have certified its financial statements as shall be requirednecessary, at in the request opinion of the PURCHASER Subscriber’s and at the COMPANY's expensesuch underwriters’ respective counsel, to effect conduct a reasonable due diligence investigation within the registration meaning of such shares of Common Stock under the actU.S. Act, and relevant Blue Sky laws as promptly as is practicable. The COMPANY (iv) will furnish the Subscriber with a copy of all documents filed with and all correspondence from or to the PURCHASER shall cooperate in good faith SEC in connection with the furnishing Registration Statement; (f) the Company will furnish the Subscriber with such number of information required for such registration prospectuses and other documents incident thereto, including supplements and amendments, as Subscriber may reasonably request; (g) the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY shall file a registration statement within thirty (30) days of PURCHASER's written demand therefor and shall use its best efforts to cause such registration statement to become effective as soon as practicable thereafter. Such best efforts shall include, but not be limited to, promptly responding to Company will list all comments received from the staff of the Securities and Exchange Commission with respect to such registration statement and promptly preparing and filing amendments to such registration statement which are responsive to the comments received from the staff of the Securities and Exchange Commission. Once declared effective covered by the Securities and Exchange Commission, Registration Statement on any securities exchange or quotation system on which the COMPANY shall cause such registration statement to remain effective until the earlier of (I) the sale by the PURCHASER of all shares of Common Stock so registered or (ii) 120 days after the effective date of such registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Act and relevant Blue Sky laws within 120 days after the date of the PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such date; provided, however, that the payment of such liquidated damages shall not relieve the COMPANY from its obligations to register such shares of Common Stock pursuant to this SectionCompany’s securities are then listed;

Registration of the Securities. After The Company hereby agrees that it shall prepare and file with the expiration SEC no later than 30 calendar days following the date the initial registration statement filed in connection with the securities purchase agreement dated July 30, 2009 between the Company and the investor signatory thereto is declared effective by the SEC (the “Filing Deadline”), a registration statement on Form S-1 or Form S-3 (together with any other registration statements filed under this Section 5 and any preliminary or final prospectus, exhibit, supplement or amendment included therein, the “Registration Statements”), to enable the resale of the Restricted Period, if the COMPANY fails to issue to the PURCHASER or the PURCHASER's transferees certificates for Shares and shares of Common Stock issuable upon conversion of underlying the Debentures bearing no restrictive legend and free of stop transfer instructions for any reason other than Warrants (the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, then the COMPANY shall be required, at the request of the PURCHASER and at the COMPANY's expense, to effect the registration of such shares of Common Stock underlying the Warrants the “Warrant Shares”) (together with any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Shares or the Warrant Shares, the “Registrable Shares”) by holders of such Shares and/or Warrant Shares from time to time on a continuous basis pursuant to Rule 415 under the act, and relevant Blue Sky laws as promptly as is practicableSecurities Act. The COMPANY and the PURCHASER shall cooperate in good faith in connection with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY shall file a registration statement within thirty (30) days of PURCHASER's written demand therefor and Company shall use its best commercially reasonable efforts to cause a Registration Statement to be declared effective, within sixty (60) days following the Filing Deadline (the “Required Effective Date”) or, in the event of a review of such registration statement to become effective as soon as practicable thereafter. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the Securities and Exchange Commission with respect to such registration statement and promptly preparing and filing amendments to such registration statement which are responsive to the comments received from the staff of the Securities and Exchange Commission. Once declared effective Registration Statement by the Securities and Exchange CommissionSEC, the COMPANY shall cause such registration statement Required Effective Date will be within ninety (90) days following the Filing Deadline and, subject to exceptions provided herein, to remain continuously effective until the earlier of (IA) the sale by the PURCHASER fifth anniversary of all shares of Common Stock so registered or (ii) 120 days after the effective date of such registration statement. In Registration Statement, (B) the event that date on which all Registrable Shares have been publicly sold thereunder, or (C) the COMPANY has date on which all of the Registrable Shares (other than Registrable Shares held by an individual who is not effected an affiliate of the registration Company due to his or her status as an executive of such shares of Common Stock the Company), can be sold pursuant to Rule 144 promulgated under the Securities Act and relevant Blue Sky laws (as such rule may be amended from time to time) not subject to volume limitations (the “Registration Period”). If the Company receives notification from the SEC that a Registration Statement will receive no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause such Registration Statement to become effective within 120 days three (3) Business Days after the date of the PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such date; provided, however, that the payment of such liquidated damages shall not relieve the COMPANY from its obligations to register such shares of Common Stock pursuant to this SectionSEC notification;

Registration of the Securities. After the expiration of the Restricted Period, if the COMPANY fails to issue to the PURCHASER or the PURCHASER's transferees certificates for shares of Common Stock issuable upon conversion of the Debentures bearing no restrictive legend The Company shall: (A) prepare and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, then the COMPANY shall be required, at the request of the PURCHASER and at the COMPANY's expense, to effect the registration of such shares of Common Stock under the act, and relevant Blue Sky laws as promptly as is practicable. The COMPANY and the PURCHASER shall cooperate in good faith in connection file with the furnishing of information required for such registration and SEC, as soon as practicable, but in no event later than 10 business days after the taking of such other actions Closing Date (as may be legally or commercially necessary defined in order to effect such registration. The COMPANY shall file the Purchase Agreement), a registration statement within thirty on Form S-3 (30the "REGISTRATION STATEMENT") days for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act registering the resale from time to time by the Investors of PURCHASER's written demand therefor and shall the Registrable Securities; (B) use its commercially reasonable best efforts to cause such registration statement the Registration Statement to become effective as soon as practicable thereafter. Such and no later than five business days after the receipt of a notice of "no review" from the SEC or, in the event of SEC review, no later than 90 days after the Registration Statement is initially filed by the Company with the SEC; (C) subject to Section 2.2, use its commercially reasonable best efforts shall include, but to prepare and file with the SEC such amendments and supplements to the Registration Statement and the related prospectus used in connection therewith (the "PROSPECTUS") as may be necessary to keep the Registration Statement current and effective for a period not be limited to, promptly responding to exceeding the earlier of: (i) the second anniversary of the initial effectiveness of the Registration Statement; (ii) the date on which all comments received from the staff Holders may sell all Registrable Securities then held by such Holders without restriction under Rule 144 of the Securities and Exchange Commission Act; or (iii) such time as all Registrable Securities have been sold (together, the "REGISTRATION PERIOD"); (D) furnish to the Holders with respect to the Registrable Securities registered under the Registration Statement such registration statement number of copies of the Registration Statement and promptly preparing and filing amendments to such registration statement which are responsive to Prospectuses (including any preliminary prospectuses) in conformity with the comments received from the staff requirements of the Securities Act and Exchange Commission. Once declared effective such other documents as the Holders may reasonably request, in order to facilitate the sale or other disposition of all or any of the Registrable Securities by the Holders; (E) use its commercially reasonable best efforts to register and qualify the Registrable Securities and Exchange Commission, the COMPANY shall cause such registration statement to remain effective until the earlier of (I) the sale covered by the PURCHASER of all shares of Common Stock so registered Registration Statement under such other securities or (ii) 120 days after the effective date of such registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Act and relevant Blue Sky laws within 120 days after of such jurisdictions in the date of the PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, United States as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to reasonably requested by the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such dateHolders; provided, however, that the payment of such liquidated damages Company shall not relieve the COMPANY from its obligations to register such shares of Common Stock pursuant to this Sectionbe required in connection therewith or

Registration of the Securities. After The Company hereby agrees that it shall prepare and file with the expiration SEC no later than seven (7) Business Days following the Closing Date (the “Filing Deadline”), a registration statement on Form S-1 or Form S-3 (together with any other registration statements filed under this Section 5 and any preliminary or final prospectus, exhibit, supplement or amendment included therein, the “Registration Statements”), to enable the resale of the Restricted Period, if the COMPANY fails to issue to the PURCHASER or the PURCHASER's transferees certificates for Shares and shares of Common Stock issuable upon conversion of underlying the Debentures bearing no restrictive legend and free of stop transfer instructions for any reason other than Warrants (the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, then the COMPANY shall be required, at the request of the PURCHASER and at the COMPANY's expense, to effect the registration of such shares of Common Stock underlying the Warrants the “Warrant Shares”) (together with any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Shares or the Warrant Shares, the “Registrable Shares”) by holders of such Shares and/or Warrant Shares from time to time on a continuous basis pursuant to Rule 415 under the act, and relevant Blue Sky laws as promptly as is practicableSecurities Act. The COMPANY and the PURCHASER shall cooperate in good faith in connection with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY shall file a registration statement within thirty (30) days of PURCHASER's written demand therefor and Company shall use its best commercially reasonable efforts to cause a Registration Statement to be declared effective, within sixty (60) days following the Closing Date (the “Required Effective Date”) or, in the event of a review of such registration statement to become effective as soon as practicable thereafter. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the Securities and Exchange Commission with respect to such registration statement and promptly preparing and filing amendments to such registration statement which are responsive to the comments received from the staff of the Securities and Exchange Commission. Once declared effective Registration Statement by the Securities and Exchange CommissionSEC, the COMPANY shall cause such registration statement Required Effective Date will be within ninety (90) days following the Closing Date and, subject to exceptions provided herein, to remain continuously effective until the earlier of (IA) the sale by the PURCHASER fifth anniversary of all shares of Common Stock so registered or (ii) 120 days after the effective date of such registration statement. In Registration Statement, (B) the event that date on which all Registrable Shares have been publicly sold thereunder, or (C) the COMPANY has date on which all of the Registrable Shares (other than Registrable Shares held by an individual who is not effected an affiliate of the registration Company due to his or her status as an executive of such shares of Common Stock the Company), can be sold pursuant to Rule 144 promulgated under the Securities Act and relevant Blue Sky laws (as such rule may be amended from time to time) not subject to volume limitations (the “Registration Period”). If the Company receives notification from the SEC that a Registration Statement will receive no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause such Registration Statement to become effective within 120 days three (3) Business Days after the date of the PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such date; provided, however, that the payment of such liquidated damages shall not relieve the COMPANY from its obligations to register such shares of Common Stock pursuant to this SectionSEC notification;

Registration of the Securities. After (a) Except as expressly provided in the expiration following subsection (b), each of the Restricted PeriodMDP and Olympus will bear one-quarter of all reasonable out-of- pocket costs, if the COMPANY fails to issue fees or other expenses, including, without limitation, reasonable legal and accounting fees, filing fees and printing costs, incurred by CSBI in fulfilling its obligations pursuant to the PURCHASER or the PURCHASER's transferees certificates for shares of Common Stock issuable upon conversion of the Debentures bearing no restrictive legend and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Registration Rights Agreement were untrue when made, then the COMPANY shall be required, at the request of the PURCHASER and at the COMPANY's expense, to effect the registration of such shares of Common Stock under the act, and relevant Blue Sky laws as promptly as is practicable. The COMPANY and the PURCHASER shall cooperate in good faith in connection with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY shall file a registration statement within thirty (30) days of PURCHASER's written demand therefor and shall use its best efforts to cause such registration statement to become effective as soon as practicable thereafter. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the Securities and Exchange Commission with respect to such registration statement and promptly preparing and filing amendments to such registration statement which are responsive to the comments received from the staff of the Securities and Exchange Commission. Once declared effective by the Securities and Exchange Commission, the COMPANY shall cause such registration statement to remain effective until the earlier of (I) the sale by the PURCHASER of all shares of Common Stock so registered or (ii) 120 days after the effective date of such registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Act and relevant Blue Sky laws within 120 days after the date of the PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if Purchase Agreement, in each case to the registration extent such costs, fees or other expenses are in addition to costs, fees or other expenses that CSBI would incur in the ordinary course of meeting its reporting obligations under Section 13 or 15(d) of the Exchange Act, and excluding costs, fees or other expenses incurred pursuant to Sections 8 or 9 of the Registration Rights Agreement. Each of MDP and Olympus shall reimburse CSBI for their respective share of such shares costs, fees or other expenses promptly after receipt of Common Stock is not effected by such date; provided, however, that a written request therefor which reasonably documents the payment allocation of such liquidated damages costs, fees or other expenses. (b) Each of MDP and Olympus shall not relieve reimburse CSBI for one-half of any Additional Interest (as defined in Section 5 of such Registration Rights Agreement) payable by CSBI on the COMPANY from its obligations to register such shares Junior Subordinated Debentures as a consequence of Common Stock a Registration Default (as defined therein) pursuant to clause (x) of such Section 5, but only to the extent that such Additional Interest accrues during the first 90 days of such a Registration Default. Each of MDP and Olympus shall reimburse CSBI for their respective share of such Additional Interest promptly after receipt of a written request therefor setting forth in reasonable detail the calculation thereof. Except as expressly provided in the immediately preceding sentence, CSBI shall bear the cost of, and not be entitled to reimbursement from MDP or Olympus for, all of the amounts of Additional Interest, if any, payable by CSBI on the Junior Subordinated Debentures. (c) As between OGF and OEF, Olympus's share of the reimbursable expenses and Additional Interest covered by this SectionSection 4 will be allocated on a 99:1 ratio.