Common use of Registration of the Securities Clause in Contracts

Registration of the Securities. The Company shall: (a) prepare and file with the SEC, as soon as practicable, but in no event later than 10 business days after the Closing Date (as defined in the Purchase Agreement), a registration statement on Form S-3 (the “Registration Statement”) 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 the Registrable Securities; (b) use its commercially reasonable best efforts to cause the Registration Statement to become effective as soon as practicable 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 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 exceeding the earlier of: (i) the second anniversary of the initial effectiveness of the Registration Statement; (ii) the date on which all Holders may sell all Registrable Securities then held by such Holders without restriction under Rule 144 of the Securities 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 number of copies of the Registration Statement and Prospectuses (including any preliminary prospectuses) in conformity with the requirements of the Securities Act and 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 covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions in the United States as shall be reasonably requested by the Holders; provided, however, that the Company shall not 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 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 commercially reasonable best 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; (g) notify each Holder of 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 the Registration Statement.

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 shall: (a) prepare COMPANY and file the PURCHASER shall cooperate in good faith in connection with the SEC, furnishing of information required for such registration and the taking of such other actions as soon as practicable, but may be legally or commercially necessary in no event later than 10 business days after the Closing Date (as defined in the Purchase Agreement), order to effect such registration. The COMPANY shall file a registration statement on Form S-3 within thirty (the “Registration Statement”30) 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 days of the Registrable Securities; (b) PURCHASER's written demand therefor and shall use its commercially reasonable best efforts to cause the Registration Statement 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 no later than five business 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 receipt effective date of a notice of “no review” from the SEC or, in such registration statement. In the event that the COMPANY has not effected the registration of SEC review, no later than 90 such shares of Common Stock under the Act and relevant Blue Sky laws within 120 days after the Registration Statement is initially filed by date of the Company with PURCHASER's demand therefor, the SEC; (c) subject to Section 2.2, use its commercially reasonable best efforts to prepare and file with the SEC such amendments and supplements COMPANY shall pay to the Registration Statement 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 related prospectus used in connection therewith (the “Prospectus”) as may be necessary to keep the Registration Statement current and effective for a period not exceeding the earlier of: (i) the second anniversary PURCHASER immediately upon expiration of the initial effectiveness 120-day period referenced in the preceding sentence if the registration of the Registration Statement; (ii) the date on which all Holders may sell all Registrable Securities then held such shares of Common Stock is not effected by such Holders without restriction under Rule 144 of the Securities 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 number of copies of the Registration Statement and Prospectuses (including any preliminary prospectuses) in conformity with the requirements of the Securities Act and 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 covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions in the United States as shall be reasonably requested by the Holdersdate; provided, however, that the Company payment of such liquidated damages shall not be required in connection therewith or as a condition thereto relieve the COMPANY from its obligations to qualify to do business or consent to service register such shares of process in any jurisdiction in which it is not now so qualified or has not so consented; (f) advise the 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 commercially reasonable best 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; (g) notify each Holder of 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 Common Stock pursuant to the Registration Statement.this Section

Registration of the Securities. The Company shall: (a) prepare Except as expressly provided in the following subsection (b), each of MDP and file with Olympus will bear one-quarter of all reasonable out-of- pocket costs, 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 SECRegistration Rights Agreement referenced in the Purchase Agreement, as soon as practicablein each case to the extent such costs, but fees or other expenses are in no event later than 10 business days 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 costs, fees or other expenses promptly after receipt of a written request therefor which reasonably documents the Closing Date allocation of such costs, fees or other expenses. (b) Each of MDP and Olympus shall reimburse CSBI for one-half of any Additional Interest (as defined in Section 5 of such Registration Rights Agreement) payable by CSBI on the Purchase Agreement), Junior Subordinated Debentures as a registration statement on Form S-3 consequence of a Registration Default (the “Registration Statement”as defined therein) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under clause (x) of such Section 5, but only to the Securities Act registering extent that such Additional Interest accrues during the resale from time to time by the Investors first 90 days of the Registrable Securities; (b) use its commercially reasonable best efforts to cause the such a Registration Statement to become effective as soon as practicable Default. Each of MDP and no later than five business days Olympus shall reimburse CSBI for their respective share of such Additional Interest promptly after the receipt of a notice of “no review” from written request therefor setting forth in reasonable detail the SEC or, calculation thereof. Except as expressly provided in the event immediately preceding sentence, CSBI shall bear the cost of, and not be entitled to reimbursement from MDP or Olympus for, all of SEC reviewthe amounts of Additional Interest, no later than 90 days after if any, payable by CSBI on the Registration Statement is initially filed by the Company with the SEC;Junior Subordinated Debentures. (c) subject to Section 2.2As between OGF and OEF, use its commercially reasonable best efforts 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 exceeding the earlier of: (i) the second anniversary Olympus's share of the initial effectiveness of the Registration Statement; (ii) the date on which all Holders may sell all Registrable Securities then held by such Holders without restriction under Rule 144 of the Securities 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 number of copies of the Registration Statement reimbursable expenses and Prospectuses (including any preliminary prospectuses) in conformity with the requirements of the Securities Act and 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 Additional Interest covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions in the United States as shall be reasonably requested by the Holders; provided, however, that the Company shall not 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 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 commercially reasonable best 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; (g) notify each Holder of 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 the Registration Statement4 will be allocated on a 99:1 ratio.

Registration of the Securities. The Company shall: (a) within fifteen (15) days of the date of this Agreement, prepare and file with the SECCommission a registration statement with respect to such Registrable Securities on any form that may be utilized by the Company and that shall permit the disposition of the Registrable Securities, and 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 as practicableprovided herein; provided, but in no event later than 10 business days that prior to filing a registration statement or prospectus or any amendments or supplements thereto, including documents incorporated by reference after the Closing Date (as defined 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 Purchase Agreement)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 “Registration Statement”) for an offering to incorporation by reference of future filings by the Company under the Exchange Act), such registration statement shall be made on filed as a delayed or continuous basis "shelf" registration statement pursuant to Rule 415 under the Securities Act registering (or any successor rule). Any such shelf registration shall cover the resale from time to time 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 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 SecuritiesSecurities registered thereby and in furtherance of such obligation, shall supplement or amend such registration statement if, as and when required by the rules, regulations and instructions applicable to the form used by the Company for such registration or by the Securities Act or by any other rules and regulations thereunder applicable to shelf registrations; (b) use its commercially reasonable best efforts prepare and file with the Commission such amendments (including post-effective amendments) and supplements to cause such registration statement and the Registration Statement prospectus used in connection therewith as may be necessary to become keep such registration statement effective and current and to comply with the 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 supplements as soon as practicable and no later than five business days after may be necessary to reflect the receipt intended method 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 disposition by the Company with the SECprospective seller or sellers of such Registrable Securities; (c) subject to Section 2.2receiving reasonable assurances of confidentiality, use its commercially reasonable best efforts to prepare for so long as the registration statement remains effective, make available for inspection by the selling holders of Registrable Securities being offered and file with the SEC their respective counsel, such amendments financial and supplements to the Registration Statement other information and the related prospectus used in connection therewith (the “Prospectus”) as may be necessary to keep the Registration Statement current books and effective for a period not exceeding the earlier of: (i) the second anniversary records of the initial effectiveness Company, and cause the officers, directors, employees, counsel and independent certified public accountants of the Registration Statement; (ii) Company to respond to such inquiries as shall be reasonably necessary, in the date on which all Holders may sell all Registrable Securities then held by judgment of such Holders without restriction under Rule 144 counsel, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; or (iii) such time as all Registrable Securities have been sold (together, the “Registration Period”); (d) furnish 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 Holders same has become effective, (ii) of any comments by the Commission, by the National Association of Securities Dealers Inc. ("NASD"), and 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 or prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the Registrable Securities registered under the Registration Statement such number of copies suspension of the Registration Statement and Prospectuses (including any preliminary prospectuses) in conformity with the requirements of the Securities Act and such other documents as the Holders may reasonably request, in order to facilitate the sale or other disposition of all or any qualification of the Registrable Securities by the Holders; (e) use its commercially reasonable best efforts to register and qualify the Registrable Securities covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions in the United States as shall be reasonably requested by the Holders; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or consent to service of process for sale in any jurisdiction in which it is not now so qualified or has not so consented; (f) advise the 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 or threatening of any proceeding for that such purpose; and it will promptly use its commercially reasonable best 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; (gv) notify each Holder of securities registered by such Registration Statement at any time when a Prospectus relating thereto prospectus is required to be delivered under the Securities Act Act, that such registration statement, prospectus, prospectus amendment or supplement or post-effective amendment, or any document incorporated by reference in any of the happening of any event as a result of which the Prospectus included in such Registration Statementforegoing, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the 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) keep such registrations or qualifications in effect for so long as the 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 Registrable Securities owned by such holder; provided, however, that the Company shall not 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 requirements of this Section 2(h), (y) subject itself to taxation in any such 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 then existingtrades; and (h) bear otherwise use best efforts to comply with all Registration Expenses in connection with the procedures in paragraphs (a) through (g) of this Section 2.1 and the registration applicable provisions of the Registrable Securities pursuant to Act, and rules and regulations of the Registration StatementCommission.

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 shall: (a) prepare COMPANY and file the PURCHASER shall cooperate in good faith in connection with the SEC, furnishing of information required for such registration and the taking of such other actions as soon as practicable, but may be legally or commercially necessary in no event later than 10 business days after the Closing Date (as defined in the Purchase Agreement), order to effect such registration. The COMPANY shall file a registration statement on Form S-3 within thirty (the “Registration Statement”30) 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 days of the Registrable Securities; (b) PURCHASER's written demand therefor and shall use its commercially reasonable best efforts to cause the Registration Statement such registration statement to become effective as soon as practicable and no later than five business days after the receipt of a notice of “no review” thereafter. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the SEC or, in staff of the event 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 SEC review, no later than 90 days after the Registration Statement is initially filed Securities and Exchange Commission. Once declared effective by the Company with Securities and Exchange Commission, the SEC; (c) subject COMPANY shall cause such registration statement to Section 2.2, use its commercially reasonable best efforts 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 remain effective for a period not exceeding until the earlier of: of (i) the second anniversary sale by the PURCHASER of the initial effectiveness all shares of the Registration Statement; Common Stock so registered or (ii) 120 days after the effective date on which all Holders may sell all Registrable Securities then held by of such Holders without restriction under Rule 144 registration statement. In the event that the COMPANY has not effected the registration of the Securities 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 shares of Common Stock under the Registration Statement such number of copies of the Registration Statement and Prospectuses (including any preliminary prospectuses) in conformity with the requirements of the Securities Act and 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 covered by the Registration Statement under such other securities or 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 jurisdictions in the United States as shall be reasonably requested shares of Common Stock is not effected by the Holderssuch date; provided, however, that the Company payment of such liquidated damages shall not be required in connection therewith or as a condition thereto relieve the COMPANY from its obligations to qualify register such shares of Common Stock pursuant 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 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 commercially reasonable best 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; (g) notify each Holder of 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 the Registration Statement9.

Registration of the Securities. The Company shall: (a) hereby agrees that it shall prepare and file with the SEC, as soon as practicable, but in SEC no event later than 10 business 30 calendar days after following the Closing Date 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 (as defined in the Purchase Agreement“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 StatementStatements”), to enable the resale of the Shares and shares of Common Stock underlying the Warrants (the shares of Common Stock underlying the Warrants the “Warrant Shares”) for an offering (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 be made time 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 the Registrable Securities; (b) Act. The Company shall use its commercially reasonable best efforts to cause the a Registration Statement to become effective as soon as practicable and no later than five business be declared effective, within sixty (60) days after following the receipt of a notice of Filing Deadline (the “no review” from the SEC Required Effective Date”) or, in the event of SEC review, no later than 90 days after the a review of such Registration Statement is initially filed by the Company with SEC, the SEC; Required Effective Date will be within ninety (c90) days following the Filing Deadline and, subject to Section 2.2exceptions provided herein, use its commercially reasonable best efforts 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 remain continuously effective for a period not exceeding until the earlier of: of (iA) the second fifth anniversary of the initial effectiveness effective date of the such Registration Statement; , (iiB) the date on which all Holders may sell Registrable Shares have been publicly sold thereunder, or (C) the date on which all of the Registrable Securities then Shares (other than Registrable Shares held by such Holders without restriction under an individual who is not an affiliate of the Company due to his or her status as an executive of the Company), can be sold pursuant to Rule 144 of promulgated under the Securities Act; or Act (iiias such rule may be amended from time to time) such time as all Registrable Securities have been sold not subject to volume limitations (together, the “Registration Period”); (d) furnish to . If the Holders with respect to Company receives notification from the Registrable Securities registered under the SEC that a Registration Statement such number of copies of will receive no action or review from the Registration Statement and Prospectuses (including any preliminary prospectuses) in conformity with SEC, then the requirements of the Securities Act and 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) Company will use its commercially reasonable best efforts to register and qualify the Registrable Securities covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions in the United States as shall be reasonably requested by the Holders; provided, however, that the Company shall not 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 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 commercially reasonable best 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; (g) notify each Holder of securities registered by cause 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 become effective within three (3) Business Days after 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 the Registration Statement.SEC notification;

Registration of the Securities. The Company shallhereby covenants and agrees that: (a) prepare and within 180 days from the 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, SEC covering the proposed registration and disposition of not less than fifty percent (50%) of the Securities (including any shares issued as soon as practicable, but a dividend or other distribution with respect to or in no event later than 10 business days after exchange for or in replacement of the Closing Date (as defined in shares issued to the Purchase Agreement), a registration statement on Form S-3 (Subscriber hereunder or under the “Registration Statement”Warrant) 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 acquired hereunder by the Investors of the Registrable SecuritiesSubscriber; (b) upon the filing of said Registration Statement with the SEC, the Company shall use its commercially reasonable best efforts to cause obtain an effective date from the SEC for the Registration Statement to become effective as soon as practicable and no later than five business days after (the receipt of a notice of “no review” Effective Date”) within nine months from the SEC or, in the event initial date of SEC review, no later than 90 days after the Registration Statement is initially filed Acceptance by the Company with the SECfor any Units subscribed for hereunder; (c) subject to Section 2.2upon the receipt by the Company from the SEC of an Effective Date for said Registration Statement, the Company shall use its commercially reasonable best efforts to prepare and file 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 SEC Warrant Exercise Period of the Warrants hereunder, including the filing of such amendments and supplements to the Registration Statement and the related prospectus used in connection therewith (the “Prospectus”) with such registration statement as may be necessary to keep comply with the Registration Statement current and effective for a period not exceeding the earlier of: (i) the second anniversary provisions of the initial effectiveness of the Registration Statement; (ii) the date on which all Holders may sell all Registrable Securities then held by such Holders without restriction under Rule 144 of the Securities U.S. Act; or (iii) such time as all Registrable Securities have been sold (together, the “Registration Period”); (d) furnish if the Company proposes to register or list any of its shares of common stock under applicable law in Canada, either for its own account or for the account of any other stockholder of the Company, then the Company will give written notice thereof to the Holders with respect Subscriber at least 30 days prior to the Registrable Securities registered under the Registration Statement such number of copies commencement of the Registration Statement registration or listing process and Prospectuses (including 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 preliminary prospectuses) underwritten public offering in conformity with Canada to the requirements extent the underwriter of such offering advises the Company in writing that marketing factors require a limitation of the Securities Act and such other documents as the Holders may reasonably request, in order amount of securities to facilitate the sale or other disposition of all or any of the Registrable Securities by the Holders;be underwritten. -- $0.35 Unit Private Placement Subscription Agreement -- -- Omnicity Corp. -- (e) use 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 commercially 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 necessary, in the opinion of the Subscriber’s and such underwriters’ respective counsel, to conduct a reasonable best efforts due diligence investigation within the meaning of the U.S. Act, and (iv) will furnish the Subscriber with a copy of all documents filed with and all correspondence from or to register the SEC in connection with the Registration Statement; (f) the Company will furnish the Subscriber with such number of prospectuses and qualify other documents incident thereto, including supplements and amendments, as Subscriber may reasonably request; (g) the Registrable Company will list all Securities covered by the Registration Statement under such other on any securities exchange or Blue Sky laws of such jurisdictions in the United States as shall be reasonably requested by the Holders; provided, however, that the Company shall not 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 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 commercially reasonable best 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; (g) notify each Holder of 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 quotation system on which the Prospectus included in such Registration Statement, as Company’s securities are 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 the Registration Statement.listed;

Registration of the Securities. The Company shall: (a) prepare and file with the SEC, as soon as practicable, but in no event later than 10 business days after the Closing Date (as defined in the Purchase Agreement), a registration statement on Form S-3 (the “Registration Statement”"REGISTRATION STATEMENT") 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 the Registrable Securities; (b) use its commercially reasonable best efforts to cause the Registration Statement to become effective as soon as practicable 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 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”"PROSPECTUS") as may be necessary to keep the Registration Statement current and effective for a period not exceeding the earlier of: (i) the second anniversary of the initial effectiveness of the Registration Statement; (ii) the date on which all Holders may sell all Registrable Securities then held by such Holders without restriction under Rule 144 of the Securities Act; or (iii) such time as all Registrable Securities have been sold (together, the “Registration Period”"REGISTRATION PERIOD"); (d) furnish to the Holders with respect to the Registrable Securities registered under the Registration Statement such number of copies of the Registration Statement and Prospectuses (including any preliminary prospectuses) in conformity with the requirements of the Securities Act and 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 covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions in the United States as shall be reasonably requested by the Holders; provided, however, that the Company shall not be required in connection therewith or 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 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 commercially reasonable best 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; (g) notify each Holder of 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 the Registration Statement.

Registration of the Securities. The Company shall: (aA) prepare and file with the SEC, as soon as practicable, but in no event later than 10 business days after the Closing Date (as defined in the Purchase Agreement), a registration statement on Form S-3 (the “Registration Statement”"REGISTRATION STATEMENT") 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 the Registrable Securities; (bB) use its commercially reasonable best efforts to cause the Registration Statement to become effective as soon as practicable 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; (cC) subject to Section 2.2, use its commercially reasonable best efforts 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”"PROSPECTUS") as may be necessary to keep the Registration Statement current and effective for a period not exceeding the earlier of: (i) the second anniversary of the initial effectiveness of the Registration Statement; (ii) the date on which all Holders may sell all Registrable Securities then held by such Holders without restriction under Rule 144 of the Securities Act; or (iii) such time as all Registrable Securities have been sold (together, the “Registration Period”"REGISTRATION PERIOD"); (dD) furnish to the Holders with respect to the Registrable Securities registered under the Registration Statement such number of copies of the Registration Statement and Prospectuses (including any preliminary prospectuses) in conformity with the requirements of the Securities Act and 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; (eE) use its commercially reasonable best efforts to register and qualify the Registrable Securities covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions in the United States as shall be reasonably requested by the Holders; provided, however, that the Company shall not 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 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 commercially reasonable best 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; (g) notify each Holder of 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 the Registration Statement.or

Registration of the Securities. The Company shallhereby covenants and agrees that: (a) prepare and within 180 days from the 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, SEC covering the proposed registration and disposition of not less than fifty percent (50%) of the Securities (including any shares issued as soon as practicable, but a dividend or other distribution with respect to or in no event later than 10 business days after exchange for or in replacement of the Closing Date (as defined in shares issued to the Purchase Agreement), a registration statement on Form S-3 (Subscriber hereunder or under the “Registration Statement”Warrant) 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 acquired hereunder by the Investors of the Registrable SecuritiesSubscriber; (b) upon the filing of said Registration Statement with the SEC, the Company shall use its commercially reasonable best efforts to cause obtain an effective date from the SEC for the Registration Statement to become effective as soon as practicable and no later than five business days after (the receipt of a notice of “no review” Effective Date”) within nine months from the SEC or, in the event initial date of SEC review, no later than 90 days after the Registration Statement is initially filed Acceptance by the Company with the SECfor any Units subscribed for hereunder; (c) subject to Section 2.2upon the receipt by the Company from the SEC of an Effective Date for said Registration Statement, the Company shall use its commercially reasonable best efforts to prepare and file 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 SEC Warrant Exercise Period of the Warrants hereunder, including the filing of such amendments and supplements to the Registration Statement and the related prospectus used in connection therewith (the “Prospectus”) with such registration statement as may be necessary to keep comply with the Registration Statement current provisions of the U.S. Act; -- $0.35 Unit For Debt Private Placement Subscription Agreement -- -- Omnicity Corp. -- (d) if the Company proposes to register or list any of its shares of common stock under applicable law in Canada, either for its own account or for the account of any other stockholder of the Company, then the Company will give written notice thereof to the Subscriber at least 30 days prior to the commencement of the registration or listing process and effective for 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 period not exceeding limitation of the earlier of: amount of securities to be underwritten. (e) the Company (i) will keep the second anniversary Subscriber advised in writing as to the initiation of the initial effectiveness 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; (ii) , each prospectus included therein or filed with the date on which all Holders may sell all Registrable Securities then held by such Holders without restriction under Rule 144 of the Securities Act; SEC, and each amendment thereof or supplement thereto, (iii) will give each of them such time 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 necessary, in the opinion of the Subscriber’s and such underwriters’ respective counsel, to conduct a reasonable due diligence investigation within the meaning of the U.S. Act, and (iv) will furnish the Subscriber with a copy of all Registrable Securities have been sold (together, documents filed with and all correspondence from or to the “SEC in connection with the Registration Period”)Statement; (df) the Company will furnish to the Holders Subscriber with respect to the Registrable Securities registered under the Registration Statement such number of copies of the Registration Statement prospectuses and Prospectuses (including any preliminary prospectuses) in conformity with the requirements of the Securities Act and such other documents incident thereto, including supplements and amendments, as the Holders Subscriber may reasonably request, in order to facilitate the sale or other disposition of all or any of the Registrable Securities by the Holders; (eg) use its commercially reasonable best efforts to register and qualify the Registrable Company will list all Securities covered by the Registration Statement under such other on any securities exchange or Blue Sky laws of such jurisdictions in the United States as shall be reasonably requested by the Holders; provided, however, that the Company shall not 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 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 commercially reasonable best 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; (g) notify each Holder of 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 quotation system on which the Prospectus included in such Registration Statement, as Company’s securities are 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 the Registration Statement.listed;

Registration of the Securities. The Company shall: 16.1.1 Within thirty (a30) days following the date any Securities are delivered to PPG as set forth in Section 15.1 above, UDC shall prepare and file with the SECCommission one or more registration statements (on Form S-3, or other appropriate form of registration statement) under the 1933 Act (each a "Registration Statement"), together with such state law qualifications and other compliances with applicable law, at the sole expense of UDC, in respect of PPG, so as soon to permit public offering and resale of such Securities (hereinafter, the "Registrable Securities") under the 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 no any event later than 10 business within one hundred twenty (120) days following the filing date thereof and within five (5) days after the Closing Date (as defined in the Purchase Agreement), a registration statement on Form S-3 (the “Commission clearance. 16.1.3 UDC will cause each Registration Statement”) for an offering Statement or any post-effective amendment filed under this Article 16 to be made on a delayed or continuous basis pursuant to Rule 415 remain continuously effective under the Securities 1933 Act registering until the resale from time to time by the Investors earliest of the Registrable Securities; (b) use its commercially reasonable best efforts to cause the Registration Statement to become effective as soon as practicable 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 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 exceeding the earlier of: (i) the second anniversary date that none of the initial effectiveness of the Registrable Securities covered by such Registration StatementStatement are outstanding; (ii) the date on which that all Holders may sell all of the Registrable Securities then held covered by such Holders 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 Rule 144 the 1933 Act, and UDC has delivered a new certificate or other evidence of the ownership for such Registrable Securities Actnot bearing a restrictive legend; or (iiiv) such time as the date that all Registrable Securities have been sold (together, the “Registration Period”); (d) furnish to the Holders with respect to of the Registrable Securities registered 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 Registration Statement 1933 Act in the opinion of counsel to UDC, provided such number of copies counsel is reasonably acceptable to PPG. If, under Commission rules or policies of the Registration Statement and Prospectuses (including any preliminary prospectuses) in conformity with the requirements of the Securities Act and such other documents as the Holders may reasonably requestCommission staff, in order to facilitate the sale or other disposition of all or 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 Holders;public all of the Registrable Securities, and the term "Registration Statement" shall 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 preparation and filing of each Registration Statement under this Article 16, and in complying with applicable federal and state securities laws (e) use 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 commercially reasonable best efforts to register and qualify sale of the Registrable Securities covered by and the fees and expenses of its counsel. PPG and its counsel shall have a reasonable period, of not less than two (2) business days for each Registration Statement under filed hereunder and for each amendment or subsequently filed Registration Statement, to review the proposed Registration Statement or any amendment thereto, prior to filing with the Commission, and UDC shall provide PPG with copies of any comment letters received from the Commission and 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, and any attorney, accountant or other securities agent retained by PPG or Blue Sky laws any such underwriter all financial and other records, pertinent corporate documents and properties of such jurisdictions in the United States as shall 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 the Holderssuch PPG or any such underwriter, attorney, accountant or agent in connection with each Registration Statement, in each case, as is customary for similar 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 Company 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 connection therewith any state which will require an escrow relating to UDC and/or the sellers of Registrable Securities, or as a condition thereto 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 process. UDC, at its expense, will supply PPG with copies of each Registration Statement and the prospectus included therein and other related documents in any jurisdiction in which it 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 not now so qualified or aware of nonpublic information concerning UDC that has not so consented; (f) advise the 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 been disclosed in a Registration Statement either by incorporation of 1934 Act filings by UDC or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable best 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; (g) notify each Holder of 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 information included directly in such Registration Statement, and (ii) in the good faith judgment of UDC, the disclosure of such 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 to effect any sales of Registrable Securities pursuant to such Registration Statement until such time as then PPG (a) is advised in effectwriting by UDC that the use of the applicable prospectus contained in such Registration Statement may be resumed, includes an (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 a material fact or omits omit to state a material any 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 the Registration Statementmisleading.

Registration of the Securities. The Company shall: (a) hereby agrees that it shall prepare and file with the SEC, as soon as practicable, but in SEC no event later than 10 business days after seven (7) Business Days following the Closing Date (as defined in the Purchase Agreement“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 StatementStatements”), to enable the resale of the Shares and shares of Common Stock underlying the Warrants (the shares of Common Stock underlying the Warrants the “Warrant Shares”) for an offering (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 be made time 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 the Registrable Securities; (b) Act. The Company shall use its commercially reasonable best efforts to cause the a Registration Statement to become effective as soon as practicable and no later than five business be declared effective, within sixty (60) days after following the receipt of a notice of Closing Date (the “no review” from the SEC Required Effective Date”) or, in the event of SEC review, no later than 90 days after the a review of such Registration Statement is initially filed by the Company with SEC, the SEC; Required Effective Date will be within ninety (c90) days following the Closing Date and, subject to Section 2.2exceptions provided herein, use its commercially reasonable best efforts 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 remain continuously effective for a period not exceeding until the earlier of: of (iA) the second fifth anniversary of the initial effectiveness effective date of the such Registration Statement; , (iiB) the date on which all Holders may sell Registrable Shares have been publicly sold thereunder, or (C) the date on which all of the Registrable Securities then Shares (other than Registrable Shares held by such Holders without restriction under an individual who is not an affiliate of the Company due to his or her status as an executive of the Company), can be sold pursuant to Rule 144 of promulgated under the Securities Act; or Act (iiias such rule may be amended from time to time) such time as all Registrable Securities have been sold not subject to volume limitations (together, the “Registration Period”); (d) furnish to . If the Holders with respect to Company receives notification from the Registrable Securities registered under the SEC that a Registration Statement such number of copies of will receive no action or review from the Registration Statement and Prospectuses (including any preliminary prospectuses) in conformity with SEC, then the requirements of the Securities Act and 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) Company will use its commercially reasonable best efforts to register and qualify the Registrable Securities covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions in the United States as shall be reasonably requested by the Holders; provided, however, that the Company shall not 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 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 commercially reasonable best 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; (g) notify each Holder of securities registered by cause 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 become effective within three (3) Business Days after 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 the Registration Statement.SEC notification;

Registration of the Securities. The Subject to sections "5.1" to "5.3" hereinabove, the Company shallhereby covenants and agrees that: (a) prepare and 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, SEC covering the proposed registration and disposition of all Securities (including any shares issued as soon as practicable, but a dividend or other distribution with respect to or in no event later than 10 business days after exchange for or in replacement of the Closing Date (as defined in shares issued to the Purchase Agreement), a registration statement on Form S-3 (Subscriber hereunder or under the “Registration Statement”Warrant) 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 acquired hereunder by the Investors of the Registrable SecuritiesSubscriber; (b) upon the filing of said Registration Statement with the SEC, the Company shall use its commercially reasonable best commercial efforts to cause obtain an effective date from the SEC for the Registration Statement to become effective as soon as practicable and no later than five business days after (the receipt of a notice of “no review” "Effective Date") within four months from the SEC or, in the event initial date of SEC review, no later than 90 days after the Registration Statement is initially filed Acceptance by the Company with the SECfor any Units subscribed for hereunder; (c) subject to Section 2.2upon the receipt by the Company from the SEC of an Effective Date for said Registration Statement, the Company shall use its commercially reasonable best efforts to prepare and file 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 SEC Warrant Exercise Period of the Warrants hereunder, including the filing of such amendments and supplements to the Registration Statement and the related prospectus used in connection therewith (the “Prospectus”) with such registration statement as may be necessary to keep comply with the Registration Statement current and effective for a period not exceeding the earlier of: (i) the second anniversary provisions of the initial effectiveness of the Registration Statement; (ii) the date on which all Holders may sell all Registrable Securities then held by such Holders without restriction under Rule 144 of the Securities U.S. Act; or (iii) such time as all Registrable Securities have been sold (together, the “Registration Period”); (d) furnish if the Company proposes to register or list any of its shares of common stock under applicable law in Canada, either for its own account or for the account of any other stockholder of the Company, then the Company will give written notice thereof to the Holders with respect Subscriber at least 30 days prior to the Registrable Securities registered under the Registration Statement such number of copies commencement of the Registration Statement registration or listing process and Prospectuses (including 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 preliminary prospectuses) underwritten public offering in conformity with Canada to the requirements extent the underwriter of such offering advises the Company in writing that marketing factors require a limitation of the Securities Act and such other documents as the Holders may reasonably request, in order amount of securities to facilitate the sale or other disposition of all or any of the Registrable Securities by the Holdersbe underwritten; (e) use 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 commercially 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 necessary, in the opinion of the Subscriber's and such underwriters' respective counsel, to conduct a reasonable best efforts due diligence investigation within the meaning of the U.S. Act; and (iv) will furnish the Subscriber with a copy of all documents filed with and all correspondence from or to register the SEC in connection with the Registration Statement; (f) the Company will furnish the Subscriber with such number of prospectuses and qualify other documents incident thereto, including supplements and amendments, as Subscriber may reasonably request; (g) the Registrable Company will list all Securities covered by the Registration Statement under such other on any securities exchange or Blue Sky laws of such jurisdictions in the United States as shall be reasonably requested by the Holders; provided, however, that the Company shall not 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 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 commercially reasonable best 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; (g) notify each Holder of 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 quotation system on which the Prospectus included in such Registration Statement, as Company's securities are 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 existinglisted; 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 the Registration Statement.

Registration of the Securities. The 5.1 Registration ProceduresThe Company shall:: ----------------------- (a) Subject to receipt of necessary information from the Investor, prepare and file with the SEC, as soon as practicable, but in no event not later than 10 business 30 days after the Closing Date (as defined in the Purchase Agreement)date hereof, a registration statement on Form S-3 such form as the Company may use to effect the registration of the Shares, subject to the consent of the Investor (the “"Registration Statement”") for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act registering enable the resale of the Shares by the Investor from time to time by through the Investors automated quotation system of the Registrable Securities;Nasdaq Stock Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately-negotiated transactions. (b) use Use its commercially reasonable best efforts, subject to receipt of necessary information from the Investor, to cause the Registration Statement to be declared effective by the SEC as soon as practicable after filing. 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 and no later than five business days after the receipt of a notice of “no review” from the such 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;notification. (c) subject to Section 2.2, use Use its commercially reasonable best efforts to prepare and file with the SEC (i) such amendments and supplements to the Registration Statement and the related Statement, (ii) any prospectus used in connection therewith with the Registration Statement and (iii) any documents required by the “Prospectus”) SEC, the Securities Act and the Exchange Act, each as may be necessary to keep the Registration Statement current and continuously effective as a "shelf" registration statement for a period not exceeding the earlier of: earliest of (i) the second anniversary of the initial effectiveness of the Registration Statement; (iix) the date on which all Holders the Investor may sell all Registrable Securities Shares then held by such Holders the Investor, without restriction under registration and without regard to any volume limitations by reason of Rule 144 144(k) of the Securities Act; Act or (iiiy) such time as all Registrable Securities Shares held by the Investor have been sold pursuant to a Registration Statement (together, the “"Registration Period”");. (d) furnish Furnish to the Holders Investor whose Shares are included in a Registration Statement, (i) promptly after each document is prepared and publicly distributed, filed with respect 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 Registrable Securities registered under SEC and any portions relevant to the Investor contained in any item of correspondence from the SEC or the staff of the 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 (ii) such number of copies of the Registration Statement and Prospectuses (including any preliminary prospectuses) prospectuses in conformity with the requirements of the Securities Act and such other documents as the Holders Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the Holders;Investor, provided, however, that the 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 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 Use its commercially reasonable best efforts to (i) register and qualify the Registrable Securities Shares covered by the 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 United States as shall be 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 requested by necessary or advisable to qualify the Holders; providedShares for sale in such jurisdictions. Notwithstanding the foregoing, however, that the Company shall is not be required required, in connection therewith or as a condition thereto with such obligations, to (A) qualify to do business or 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 jurisdiction such jurisdiction, (D) provide any undertakings that cause material expense or burden to the Company, or (E) make any change in its certificate of Incorporation or By-laws, which it is not now so qualified or has not so consented;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) advise During the Holders 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 will shall promptly use its commercially reasonable best 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; (g) notify each Holder . It shall be a condition precedent to the obligations of securities registered the Company to take any action pursuant to this Section 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 Registration Statement at any time when a Prospectus relating thereto is Shares as shall be 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 effect the registration of the Registrable Securities pursuant to the Registration StatementShares.

Registration of the Securities. The Company shall(a) Verio agrees: (ai) prepare and file with the SEC, as soon as practicablepracticable after the Closing Date, but in no event later than 10 business 30 days after the Closing Date (as defined in Date, to prepare and file with the Purchase Agreement), Commission a registration statement on Form S-3 (the “Resale Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act registering Statement covering the resale by the SSB Parties, from time to time of a number of shares of Common Stock at least equal to the number of Purchased Securities and the Pledged Securities in any manner of distribution specified in the Master Confirmation (the "Initial Resale Registration Statement"), but in any event permitting distribution by the Investors of the Registrable Securities; (b) underwritten public offering, direct sales from time to time and block trades, and use its commercially reasonable best efforts to cause obtain effectiveness of the Initial Resale Registration Statement to become effective as soon promptly as practicable and following such filing, but in 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 Closing Date. If the aggregate number of Purchased Securities and Pledged Securities plus any Additional Securities exceeds the number of shares of Common Stock covered by the Company with the SEC; (c) subject to Section 2.2Initial Resale Registration Statement, use its commercially reasonable best efforts to then Verio shall promptly prepare and file with the SEC Commission such amendments and supplements to the additional Resale Registration Statement and the related prospectus used in connection therewith (the “Prospectus”) or Statements as may shall be necessary to keep 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 current shall have become effective and effective for a period not exceeding the earlier of: (i) the second anniversary of the initial no stop order suspending such effectiveness of the Registration Statement; shall be in effect; (ii) to use its best efforts to maintain each Resale Registration Statement continuously effective until the date on which later to occur of (A) the termination of the Master Confirmation; and (B) the final disposition by the SSB Parties of all Holders may sell all Registrable Purchased 8 Securities then held and Securities received by such Holders without restriction it under Rule 144 the Master Confirmation. Verio shall be deemed not to have used its best efforts to maintain a Resale Registration Statement effective 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 Actthereunder, unless (X) such action is required by applicable law; or (iiiY) such time 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 acquisition or divestiture of assets, so long as all Registrable Securities have been sold (together, the “Company promptly thereafter prepares and files with the Commission a post-effective amendment to such Resale Registration Period”); (d) furnish Statement or an amendment or supplement to the Holders with respect to the Registrable Securities registered under the Registration Statement such number of copies of the Registration Statement and Prospectuses (including any preliminary prospectuses) in conformity with the requirements of the Securities Act related Resale Prospectus and 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 covered by the Registration Statement under so that such other securities or Blue Sky laws of such jurisdictions in the United States as shall be reasonably requested by the Holders; provided, however, that the Company Resale Prospectus shall not 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 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 commercially reasonable best 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; (g) notify each Holder of 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 include an untrue statement of a material fact or omits omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not 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 the 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 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 circumstances then existing; andunder which they were made, not misleading; (hiv) bear all to advise the SSB Parties in writing (A) when a Resale Registration Expenses in connection Statement or any post-effective amendment thereto shall have been filed with the procedures in paragraphs Commission and when such Resale Registration Statement or any post-effective amendment thereto shall have become effective; (a) through (gB) of this Section 2.1 and any request by the registration Commission for any amendment or supplement to any Resale Registration Statement or related Resale Prospectus or for additional information; (C) of the Registrable Securities pursuant 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.Statement or related Resale Prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any such Resale Prospectus, in the light of the circumstances under which

Registration of the Securities. Following the delivery of a 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 under the act, and relevant Blue Sky laws as promptly as is practicable. The Company shall: (a) prepare COMPANY and file the PURCHASER shall cooperate in good faith in connection with the SEC, furnishing of information required for such registration and the taking of such other actions as soon as practicable, but may be legally or commercially necessary in no event later than 10 business days after the Closing Date (as defined in the Purchase Agreement), order to effect such registration. The COMPANY shall file a registration statement on Form S-3 within forty-five (the “Registration Statement”45) 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 days of the Registrable Securities; (b) PURCHASER's written demand therefor and shall use its commercially reasonable best efforts to cause the Registration Statement such registration statement to become effective as soon as practicable and no later than 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 days day after audited financial statements of the receipt of a notice of “no review” COMPANY are available. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the SEC or, in staff of the event 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 SEC review, no later than 90 days after the Registration Statement is initially filed Securities and Exchange Commission. Once declared effective by the Company with Securities and Exchange Commission, the SEC; (c) subject COMPANY shall cause such registration statement to Section 2.2, use its commercially reasonable best efforts 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 remain effective for a period not exceeding until the earlier of: of (i) the second anniversary sale by the PURCHASER of the initial effectiveness all shares of the Registration Statement; Common Stock so registered or (ii) 120 days after the effective date on which all Holders may sell all Registrable Securities then held by of such Holders without restriction under Rule 144 registration statement. In the event that the COMPANY has not effected the registration of the Securities 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 shares of Common Stock under the Registration Statement such number of copies of the Registration Statement and Prospectuses (including any preliminary prospectuses) in conformity with the requirements of the Securities Act and 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 covered by the Registration Statement under such other securities or relevant Blue Sky laws within 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 $50,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 145-day period referenced in the preceding sentence if the registration of such jurisdictions in the United States as shall be reasonably requested shares of Common Stock is not effected by the Holderssuch date; provided, however, that the Company payment of such liquidated damages shall not relieve the COMPANY from its obligations to register such shares of Common Stock pursuant to this Section 9. Notwithstanding the preceding sentence, the 145 day period referred to therein shall 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 tolled during the Holders promptly after it shall receive notice or obtain knowledge of the issuance period from February 12 through March 30 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 commercially reasonable best 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; (g) notify each Holder of 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 the Registration Statementcalendar year.

Registration of the Securities. The Company shall: (a) hereby agrees that it shall prepare and file with the SEC, as soon as practicable, but in SEC no event later than 10 seven (7) business days after following the Closing Date (as defined in the Purchase Agreement“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 StatementStatements”), to enable the resale of the Shares and shares of Common Stock underlying the Warrants (the shares of Common Stock underlying the Warrants the “Warrant Shares”) for an offering (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 be made time 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 the Registrable Securities; (b) Act. The Company shall use its commercially reasonable best efforts to cause the a Registration Statement to become effective as soon as practicable and no later than five business be declared effective, within ninety (90) days after following the receipt of a notice of Closing Date (the “no review” from the SEC Required Effective Date”) or, in the event of SEC review, no later than 90 days after the a review of such Registration Statement is initially filed by the Company with SEC, the SEC; Required Effective Date will be within one hundred twenty (c120) days following the Closing Date and, subject to Section 2.2exceptions provided herein, use its commercially reasonable best efforts 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 remain continuously effective for a period not exceeding until the earlier of: of (iA) the second fifth anniversary of the initial effectiveness effective date of the such Registration Statement; , (iiB) the date on which all Holders may sell Registrable Shares have been publicly sold thereunder, or (C) the date on which all of the Registrable Securities then Shares (other than Registrable Shares held by such Holders without restriction under an individual who is not an affiliate of the Company due to his or her status as an executive of the Company), can be sold pursuant to Rule 144 of promulgated under the Securities Act; or Act (iiias such rule may be amended from time to time) such time as all Registrable Securities have been sold not subject to volume limitations (together, the “Registration Period”); (d) furnish to . If the Holders with respect to Company receives notification from the Registrable Securities registered under the SEC that a Registration Statement such number of copies of will receive no action or review from the Registration Statement and Prospectuses (including any preliminary prospectuses) in conformity with SEC, then the requirements of the Securities Act and 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) Company will use its commercially reasonable best efforts to register and qualify the Registrable Securities covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions in the United States as shall be reasonably requested by the Holders; provided, however, that the Company shall not 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 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 commercially reasonable best 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; (g) notify each Holder of securities registered by cause 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 become effective within three (3) Business Days after 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 the Registration Statement.SEC notification;

Registration of the Securities. The Company shall: 16.1.1 Within thirty (a30) days following the date any Securities are delivered to PPG as set forth in Section 15.1 above, UDC shall prepare and file with the SECCommission one or more registration statements (on Form S-3, or other appropriate form of registration statement) under the 1933 Act (each a “Registration Statement”), together with such state law qualifications and other compliances with applicable law, at the sole expense of UDC, in respect of PPG, so as soon to permit public offering and resale of such Securities (hereinafter, the “Registrable Securities”) under the 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 no any event later than 10 business within one hundred twenty (120) days following the filing date thereof and within five (5) days after the Closing Date (as defined in the Purchase Agreement), a registration statement on Form S-3 (the “Commission clearance. 16.1.3 UDC will cause each Registration Statement”) for an offering Statement or any post-effective amendment filed under this Article 16 to be made on a delayed or continuous basis pursuant to Rule 415 remain continuously effective under the Securities 1933 Act registering until the resale from time to time by the Investors earliest of the Registrable Securities; (b) use its commercially reasonable best efforts to cause the Registration Statement to become effective as soon as practicable 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 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 exceeding the earlier of: (i) the second anniversary date that none of the initial effectiveness of the Registrable Securities covered by such Registration StatementStatement are outstanding; (ii) the date on which that all Holders may sell all of the Registrable Securities then held covered by such Holders 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 Rule 144 the 1933 Act, and UDC has delivered a new certificate or other evidence of the ownership for such Registrable Securities Actnot bearing a restrictive legend; or (iiiv) such time as the date that all Registrable Securities have been sold (together, the “Registration Period”); (d) furnish to the Holders with respect to of the Registrable Securities registered 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 Registration Statement 1933 Act in the opinion of counsel to UDC, provided such number of copies counsel is reasonably acceptable to PPG. If, under Commission rules or policies of the Registration Statement and Prospectuses (including any preliminary prospectuses) in conformity with the requirements of the Securities Act and such other documents as the Holders may reasonably requestCommission staff, in order to facilitate the sale or other disposition of all or 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 Holders;public all of the Registrable Securities, and the term “Registration Statement” shall 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 preparation and filing of each Registration Statement under this Article 16, and in complying with applicable federal and state securities laws (e) use 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 commercially reasonable best efforts to register and qualify sale of the Registrable Securities covered by and the fees and expenses of its counsel. PPG and its counsel shall have a reasonable period, of not less than two (2) business days for each Registration Statement under filed hereunder and for each amendment or subsequently filed Registration Statement, to review the proposed Registration Statement or any amendment thereto, prior to filing with the Commission, and UDC shall provide PPG with copies of any comment letters received from the Commission and 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, and any attorney, accountant or other securities agent retained by PPG or Blue Sky laws any such underwriter all financial and other records, pertinent corporate documents and properties of such jurisdictions in the United States as shall 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 the Holderssuch PPG or any such underwriter, attorney, accountant or agent in connection with each Registration Statement, in each case, as is customary for similar 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 Company 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 connection therewith any state which will require an escrow relating to UDC and/or the sellers of Registrable Securities, or as a condition thereto 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 process. UDC, at its expense, will supply PPG with copies of each Registration Statement and the prospectus included therein and other related documents in any jurisdiction in which it 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 not now so qualified or aware of nonpublic information concerning UDC that has not so consented; (f) advise the 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 been disclosed in a Registration Statement either by incorporation of 1934 Act filings by UDC or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable best 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; (g) notify each Holder of 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 information included directly in such Registration Statement, and (ii) in the good faith judgment of UDC, the disclosure of such 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 to effect any sales of Registrable Securities pursuant to such Registration Statement until such time as then PPG (a) is advised in effectwriting by UDC that the use of the applicable prospectus contained in such Registration Statement may be resumed, includes an (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 a material fact or omits omit to state a material any 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 the Registration Statementmisleading.