Common use of Registration of the Shares Compliance With the Securities Act Clause in Contracts

Registration of the Shares Compliance With the Securities Act. (a) The Company shall: (i) subject to receipt in a timely manner of necessary information from the Investors (after prompt request from the Company to the Investors to provide such information), including the information required to be provided pursuant to Section 4(p) of this Agreement, prepare and file with the SEC, within 60 days after the Closing Date, a registration statement on Form S-1 (the "REGISTRATION STATEMENT") to enable the resale of the Shares and the Warrant Shares by the Investors from time to time in accordance with the plan of distribution to be described therein; (ii) subject to receipt of necessary information from the Investors (after prompt request from the Company to the Investors to provide such information), use its reasonable commercial efforts to cause the Registration Statement to become effective within one hundred eighty (180) days following the Closing Date; (iii) use its reasonable commercial efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement current, effective and free from any material misstatement or omission to state a material fact for a period (the "REGISTRATION PERIOD") not exceeding, with respect to each Investor's Shares purchased hereunder and the Warrant Shares purchased under the Warrants, the earlier of: (i) the date on which all Shares and Warrant Shares then held by the Investor may be immediately sold to the public under Rule 144(k) of the Securities Act; or (ii) such time as all Shares purchased by such Investor in this Offering and Warrant Shares issuable pursuant to the Warrants have been sold pursuant to a registration statement; (iv) furnish to the Investor with respect to the Shares and the Warrant Shares registered under the Registration Statement such number of copies of the Registration Statement and Prospectuses in conformity with the requirements of the Securities Act (which may be provided electronically) as the Investor may reasonably request in order to facilitate the public sale or other disposition of all or any of the Shares or Warrant Shares by the Investor; provided, however; that the obligation of the Company to deliver copies of Prospectuses to the Investor shall be subject to the receipt by the Company of reasonable assurances from the Investor that the Investor will 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; (v) bear all expenses in connection with the procedures in paragraph (i) through (iv) of this Section 5 (other than underwriting discounts or commissions, brokers' fees and similar selling expenses, and any other fees or expenses incurred by the Investor, including attorney fees of the Investor) and the registration of the Shares and Warrant Shares pursuant to the Registration Statement; and (vi) advise the Investor, promptly (which advice may be provided electronically) 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 threat of any proceeding for that purpose, and it will promptly use its reasonable commercial efforts to prevent the issuance of any stop order or to obtain its withdrawal as soon as practicable if such stop order should be issued. (b) The Company understands that the Investor disclaims being an underwriter, but if the SEC deems the Investor to be an underwriter the Company shall not be relieved of any obligations it has hereunder; provided, however, that if the Company receives notification from the SEC that the Investor is deemed an underwriter, then the period by which the Company is obligated to submit an acceleration request to the SEC shall be extended to the earlier of (i) the 90th day after such SEC notification, or (ii) 120 days after the initial filing of the Registration Statement with the SEC. If required by the rules and regulations promulgated by the SEC, the Company may disclose the names of those Investors that may be deemed underwriters in the Registration Statement.

Registration of the Shares Compliance With the Securities Act. (a) The 4.1 Registration Procedures and Expenses. Within 30 days of the first day after the Closing Date upon which the Company is eligible to file a registration statement on Form S-3, the Company shall: (ia) subject use its commercially reasonably efforts to receipt in a timely manner of necessary information from the Investors (after prompt request from the Company to the Investors to provide such information), including the information required to be provided pursuant to Section 4(p) of this Agreement, prepare and file with the SEC, within 60 days after United States Securities and Exchange Commission (the Closing Date, “Commission”) a registration statement on Form S-1 (the "REGISTRATION STATEMENT") S-3 relating to enable the resale of the Shares and the Warrant Shares by the Investors Subscriber from time to time on the Nasdaq Global Market, or the facilities of any national securities exchange on which the Common Stock is then traded or in accordance with privately-negotiated transactions (the plan of distribution to be described therein“Registration Statement”); (iib) use its commercially reasonable efforts, subject to receipt of necessary information from the Investors (after prompt request from the Company to the Investors to provide such information)Subscriber, use its reasonable commercial efforts to cause the Registration Statement to become automatically effective within one hundred eighty (180) days following or the Closing DateCommission to declare the Registration Statement effective as soon as reasonably practicable; (iiic) use its reasonable commercial efforts to promptly prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to keep the Registration Statement current, effective and free from any material misstatement or omission to state a material fact for a period (until the "REGISTRATION PERIOD") not exceeding, with respect to each Investor's Shares purchased hereunder and the Warrant Shares purchased under the Warrants, the earlier of: earliest of (i) two years after the date on which all Shares and Warrant Shares then held by the Investor may be immediately sold to the public under Rule 144(k) of the Securities Act; or Closing Date, (ii) such time as all of the Shares purchased by such Investor in this Offering and Warrant Shares issuable pursuant to the Warrants have been sold pursuant to a registration statement; the Registration Statement, or (iviii) furnish to the Investor with respect to such time as the Shares and the Warrant Shares registered become eligible for resale by non-affiliates pursuant to Rule 144 under the Registration Statement such number of copies of the Registration Statement and Prospectuses in conformity with the requirements of the Securities 1933 Act (which may be provided electronically) as the Investor may reasonably request in order to facilitate the public sale or other disposition of all or any other rule of the Shares similar effect without any volume or Warrant Shares by the Investor; provided, however; that the obligation manner of sale restrictions or any need for the Company to deliver copies be current in its Securities Exchange Act of Prospectuses to the Investor shall be subject to the receipt by the Company of reasonable assurances from the Investor that the Investor will 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;1934 reporting obligations; and (vd) bear all reasonable expenses in connection with the procedures in paragraph paragraphs (ia) through (ivc) of this Section 5 (other than underwriting discounts or commissions, brokers' fees and similar selling expenses, and any other fees or expenses incurred by the Investor, including attorney fees of the Investor) 4.1 and the registration of the Shares and Warrant Shares pursuant to the Registration Statement; and (vi) advise the Investor, promptly (which advice may be provided electronically) after it shall receive notice other than fees and expenses, if any, of counsel 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 threat of any proceeding for that purpose, and it will promptly use its reasonable commercial efforts to prevent the issuance of any stop order or to obtain its withdrawal as soon as practicable if such stop order should be issued. (b) The Company understands that the Investor disclaims being an underwriter, but if the SEC deems the Investor to be an underwriter the Company shall not be relieved of any obligations it has hereunder; provided, however, that if the Company receives notification from the SEC that the Investor is deemed an underwriter, then the period by which the Company is obligated to submit an acceleration request other advisers to the SEC shall be extended to the earlier of (i) the 90th day after such SEC notificationSubscriber, or (ii) 120 days after the initial filing of the Registration Statement if any, in connection with the SEC. If required by the rules and regulations promulgated by the SEC, the Company may disclose the names preparation of those Investors that may be deemed underwriters in the Registration Statement.

Registration of the Shares Compliance With the Securities Act. (a) The Company shall: (i) subject to receipt in a timely manner of necessary information from the Investors (after prompt request from the Company to the Investors to provide such information), including the information required to be provided pursuant to Section 4(p4(q) of this Agreement, prepare and file with the SEC, within 60 one hundred five (105) days after the Closing Date, a registration statement on Form S-1 S-3 (the "REGISTRATION STATEMENT"“Registration Statement”) or such other form that is then available to the Company to enable the resale of the Shares and the Warrant Shares by the Investors from time to time in accordance with the plan of distribution to be described therein; (ii) subject to receipt of necessary information from the Investors (after prompt request from the Company to the Investors to provide such information), use its reasonable commercial efforts to cause the Registration Statement to become effective within one hundred eighty (180) days following the Closing Date; (iii) use its reasonable commercial efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement current, effective and free from any material misstatement or omission to state a material fact for a period (the "REGISTRATION PERIOD"“Registration Period”) not exceeding, with respect to each Investor's ’s Shares purchased hereunder and the Warrant Shares purchased under the Warrants, the earlier of: (i) the date on which all Shares and Warrant Shares then held by that is two years after the Investor may be immediately sold to the public under Rule 144(k) of the Securities ActClosing Date; or (ii) such time as all Shares purchased by such Investor in this Offering and Warrant Shares issuable pursuant to the Warrants have been sold pursuant to a registration statement; (iv) furnish to the Investor with respect to the Shares and the Warrant Shares registered under the Registration Statement such number of copies of the Registration Statement and Prospectuses in conformity with the requirements of the Securities Act (which may be provided electronically) as the Investor may reasonably request in order to facilitate the public sale or other disposition of all or any of the Shares or Warrant Shares by the Investor; provided, however; that the obligation of the Company to deliver copies of Prospectuses to the Investor shall be subject to the receipt by the Company of reasonable assurances from the Investor that the Investor will 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; (v) bear all expenses in connection with the procedures in paragraph (i) through (iv) of this Section 5 (other than underwriting discounts or commissions, brokers' ’ fees and similar selling expenses, and any other fees or expenses incurred by the Investor, including attorney fees of the Investor) and the registration of the Shares and Warrant Shares pursuant to the Registration Statement; and (vi) advise the Investor, promptly (which advice may be provided electronically) 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 threat of any proceeding for that purpose, and it will promptly use its reasonable commercial efforts to prevent the issuance of any stop order or to obtain its withdrawal as soon as practicable if such stop order should be issued. (b) The Company understands that the Investor disclaims being an underwriter, but if the SEC deems the Investor to be an underwriter the Company shall not be relieved of any obligations it has hereunder; provided, however, that if the Company receives notification from the SEC that the Investor is deemed an underwriter, then the period by which the Company is obligated to submit an acceleration request to the SEC shall be extended to the earlier of (i) the 90th day after such SEC notification, or (ii) 120 days after the initial filing of the Registration Statement with the SEC. If required by the rules and regulations promulgated by the SEC, the Company may disclose the names of those Investors that may be deemed underwriters in the Registration Statement.

Registration of the Shares Compliance With the Securities Act. 4.1 Registration Procedures and Expenses. Citadel (a"Registrant") The Company shall: (i) subject to receipt in a timely manner of necessary information from the Investors (after prompt request from the Company to the Investors to provide such information), including the information required to be provided pursuant to Section 4(p) of this Agreement, prepare and file with the SEC, within 60 days after the Closing Date, a registration statement on Form S-1 (the "REGISTRATION STATEMENT") to enable the resale of the Shares and the Warrant Shares by the Investors from time to time in accordance with the plan of distribution to be described therein; (iia) subject to receipt of necessary information from the Investors Firm, prepare and file with the SEC a registration statement (after prompt request the "Registration Statement"), as soon as practicable, but in no event later than the earlier of (i) April 15, 2004 or (ii) the date on which the Registrant next files a registration statement on Form SB-2 or S-3, to enable the resale of the Shares by the Firm from time to time through the Over the Counter Bulletin Board or in privately-negotiated transactions; (b) use its best efforts, subject to receipt of necessary information from the Company to the Investors to provide such information)Firm, use its reasonable commercial efforts to cause the Registration Statement to become effective within one hundred eighty as soon as practicable, but in any event no later than sixty (18060) days following after the Closing DateRegistration Statement is filed by the Registrant; without limiting the foregoing, the Registrant agrees that if the SEC issues comments with respect to the Registration Statement, it will file an amendment to the Registration Statement and provide any supplemental information to the SEC that is responsive to such comments within ten (10) days of the date of issuance of the SEC's comments and will immediately request the acceleration of effectiveness of the Registration Statement (or any post-effective amendment thereto) once all SEC comments have been addressed to the satisfaction of the SEC; (iiic) use its reasonable commercial efforts to maintain the effectiveness of the Registration Statement and otherwise prepare and file with the SEC such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement current, current and effective and free from any material misstatement or omission to state a material fact for a period (the "REGISTRATION PERIOD") not exceedingthrough at least, with respect to each Investor's the Shares of such Registrant purchased hereunder and the Warrant Shares purchased under the Warrantshereunder, the earlier of: of (i) the first anniversary of the date of the signing of this Agreement, (ii) the date on which the Firm may sell all Shares and Warrant Shares of such Registrant then held by the Investor may be immediately sold to Firm without restriction by the public under volume limitations of Rule 144(k144(e) of the Securities Act; Act or (iiiii) such time as all Shares purchased of such Registrant obtained by such Investor in this Offering and Warrant Shares issuable Firm pursuant to the Warrants this Agreement have been sold pursuant to a registration statementsold; (ivd) furnish to the Investor Firm with respect to the Shares and the Warrant Shares registered under the Registration Statement such number of copies of the Registration Statement Statement, Prospectuses (including supplemental prospectuses) and Prospectuses preliminary versions of the Prospectus filed with the Securities Exchange Commission ("Preliminary Prospectuses") in conformity with the requirements of the Securities Act (which may be provided electronically) and such other documents as the Investor Firm may reasonably request request, in order to facilitate the public sale or other disposition of all or any of the Shares or Warrant Shares by the Investor; Firm, provided, however; , that unless waived by the Registrant in writing, the obligation of the Company Registrant to deliver copies of Prospectuses or Preliminary Prospectuses to the Investor Firm shall be subject to the receipt by the Company Registrant of reasonable assurances from the Investor Firm that the Investor Firm will 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; (ve) file documents required of the Registrant for normal blue sky clearance in states reasonably specified in writing by the Firm prior to the effectiveness of the Registration Statement, provided, however, that the Registrant shall not be required 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) bear all expenses (other than professional fees incurred by the Firm and underwriting discounts and commissions, if any) in connection with the procedures in paragraph (ia) through (ive) of this Section 5 (other than underwriting discounts or commissions, brokers' fees and similar selling expenses, and any other fees or expenses incurred by the Investor, including attorney fees of the Investor) 4.1 and the registration of the Shares and Warrant Shares pursuant to the Registration Statement; and (vig) advise the InvestorFirm, promptly (which advice may be provided electronically) 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 threat of any proceeding for that purpose, ; and it will promptly use its commercially reasonable commercial efforts to prevent the issuance of any stop order or to obtain its withdrawal as soon as practicable at the earliest possible moment if such stop order should be issued. (bh) With a view to making available to the Firm the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Firm to sell Shares to the public without registration, the Registrant covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Firm’s Shares of such Registrant may be resold pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Firm’s Shares of such Registrant shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Registrant under the Securities Act and under the Exchange Act; and (iii) furnish to the Firm upon request, as long as the Firm owns any Shares of such Registrant, (A) a written statement by the Registrant that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Registrant’s most recent Annual Report on Form 10-KSB or Quarterly Report on Form 10-QSB, and (C) such other information as may be reasonably requested in order to avail the Firm of any rule or regulation of the SEC that permits the selling of any such Shares without registration. It shall be a condition precedent to the obligations of the Registrant to take any action pursuant to this Section 4.1 that the Firm shall furnish to the Registrant such information regarding itself, the Shares to be sold by Firm, and the intended method of disposition of such securities as shall be required to effect the registration of the Shares of such Registrant. The Company Registrant understands that the Investor Firm disclaims being an underwriter, but if the Firm being deemed an underwriter by the SEC deems the Investor to be an underwriter the Company shall not be relieved relieve the Registrant of any obligations it has hereunder; provided, however, that if the Company receives notification from the SEC that the Investor is deemed an underwriter, then the period by which the Company is obligated to submit an acceleration request to the SEC shall be extended to the earlier of (i) the 90th day after such SEC notification, or (ii) 120 days after the initial filing of the Registration Statement with the SEC. If required by the rules and regulations promulgated by the SEC, the Company may disclose the names of those Investors that may be deemed underwriters in the Registration Statement.

Registration of the Shares Compliance With the Securities Act. (a) 7.1 Registration Procedures and Expenses. The Company shall: (ia) subject to receipt in a timely manner No later than forty five (45) days after the date of necessary information from the Investors Closing (after prompt request from the “Filing Date”), the Company to the Investors to provide such information), including the information required to be provided pursuant to Section 4(p) of this Agreement, shall prepare and file with the SEC, within 60 days after the Closing Date, Securities and Exchange Commission (“Commission”) a registration statement on Form S-1 (the "REGISTRATION STATEMENT") to enable Registration Statement covering the resale of all of the Shares and Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Warrant Shares Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Investors from time to time in accordance with Investor) substantially the plan “Plan of distribution to be described therein; (ii) subject to receipt Distribution” attached hereto as Exhibit B. The Registration Statement required hereunder shall not cover any securities other than the Registrable Securities without the written consent of necessary information from the Investors (after prompt request from the Investor. The Company to the Investors to provide such information), shall use its reasonable commercial best efforts to cause the Registration Statement to become be declared effective within one hundred eighty under the Securities Act as promptly as possible after the filing thereof, but in any event not later than ninety (18090) days following after date of filing (the Closing “Effectiveness Date”), and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Investor (the “Effectiveness Period”). The Company will not file any other registration statement under the Securities Act of 1933 or amend any registration statements currently filed with the Commission until the Registration Statement covering the Registrable Securities has been declared effective by the Commission; (iiib) use its reasonable commercial efforts notify the Company of the Commission’s willingness to declare the Registration Statement effective as soon as practicable after the Registration Statement is filed by the Company; (c) promptly prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to keep the Registration Statement current, effective and free from any material misstatement or omission to state a material fact for a period (throughout the "REGISTRATION PERIOD") not exceeding, with respect to each Investor's Shares purchased hereunder and the Warrant Shares purchased under the Warrants, the earlier of: (i) the date on which all Shares and Warrant Shares then held by the Investor may be immediately sold to the public under Rule 144(k) of the Securities Act; or (ii) such time as all Shares purchased by such Investor in this Offering and Warrant Shares issuable pursuant to the Warrants have been sold pursuant to a registration statement;Effectiveness Period. (ivd) furnish to the Investor with respect to the Shares and the Warrant Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such number of copies of the Registration Statement prospectuses and Prospectuses in conformity with the requirements of the Securities Act (which may be provided electronically) such other documents as the Investor may reasonably request request, in order to facilitate the public sale or other disposition of all or any of the Shares or Warrant Shares by the Investor; (e) file documents required of the Company for normal blue sky clearance in up to two states specified in writing by the Investor; provided, however; , that the obligation Company shall not be required 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) notify the Investor on the day that the Registration Statement is declared effective; (g) notify the Investor, at the time when a prospectus relating to the Shares is required to be delivered under the Securities Act, on the day of the Company happening of any event as a result of which the prospectus included in the Registration Statement contains an untrue statement of a material fact or omits any fact necessary to deliver copies of Prospectuses make the statements in the prospectus not misleading; and in such event, prepare a supplement or amendment to the prospectus so that, when delivered to a purchaser of the Shares, the prospectus, as supplemented or amended, does not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements in the prospectus not misleading, and notify the Investor shall on the day of the filing of such supplement or amendment; (h) cause all such Shares to be subject listed on the Nasdaq Stock Market or listed on any other market on which the Company’s shares of common stock are traded; (i) make available for inspection by Investor, any underwriter participating in any disposition pursuant to the receipt Registration Statement and any attorney, account or other agent retained by the Company of reasonable assurances from the any Investor that the Investor will comply with the applicable provisions or any such underwriter, all financial and other records, pertinent corporate documents and properties of the Securities Act Company, and of cause the Company’s officers, employees and independent accountants to supply all information reasonably requested by Investor or any such other securities underwriter, attorney, accountant or blue sky laws as may be applicable agent in connection with any use of such Prospectusesthe Registration Statement; (vj) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in the Registration Statement for sale in any jurisdiction, notify Investor on the day of such issuance, use its best efforts promptly to obtain the withdrawal of such order, and notify Investor on the day of such withdrawal; (k) bear all expenses in connection with the procedures in paragraph paragraphs (ia) through (ivj) of this Section 5 (other than underwriting discounts or commissions, brokers' fees and similar selling expenses, and any other fees or expenses incurred by the Investor, including attorney fees of the Investor) 7.1 and the registration of the Shares and Warrant Shares pursuant to the Registration Statement; , other than fees and expenses, if any, of counsel or other advisers to the Investor or underwriting discounts, brokerage fees and commissions incurred by the Investor, and (vil) advise forward to the Investor, promptly : (which advice may be provided electronicallyi) after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness a copy of the Registration Statement and any amendment or of supplement and correspondence related thereto to the initiation or threat Investor at least one (1) business day prior to filing with the Commission and (ii) a copy of any proceeding for that purpose, comment letters received from the Commission by the Company or its counsel relating to the Registration Statement and it will promptly use its reasonable commercial efforts to prevent any amendments or supplements not later than one (1) business day after receipt from the issuance of any stop order or to obtain its withdrawal as soon as practicable if such stop order should be issuedCommission. (bm) The at any time until all the Registrable Securities are sold, the Company understands that proposes (whether voluntarily or by reason of an obligation to a third party) the registration of any shares of the Company’s Stock, the Company shall give written notice thereof to the Investor disclaims being an underwriter, but if the SEC deems and the Investor shall have the right, exercisable in writing within twenty (20) business days after receipt of such notice, to demand inclusion of all or a portion of the Investor’s Registrable Securities in the registration statement. If the Investor exercises this election, the Common Stock so designated, shall be an underwriter included in the registration statement at no cost or expense to the Investor. The Company shall not be relieved required to include any Common Stock in a registration statement for an underwritten public offering unless the Investor accepts the terms of any obligations it has hereunder; provided, however, that if the underwriting as agreed upon between the Company receives notification from and the SEC that underwriters selected by the Company. If, in the written opinion of the managing underwriter, the registration of all, or part of, the Common Stock requested by the Investor is deemed an underwriterand other holders of the Company’s Common Stock to be included in the registration exceeds the number of shares of Common Stock that can be sold without adversely affecting the marketability of the offering, then the period by which the Company is obligated to submit an acceleration request to the SEC shall be extended required to include in the earlier of (i) the 90th day after such SEC notification, or (ii) 120 days after the initial filing underwriting only that amount of the Registration Statement with the SEC. If required Common Stock requested by the rules Investor and regulations promulgated by the SEC, the Company may disclose the names of those Investors such other holders that may can be deemed underwriters in the Registration Statementsold without causing such adverse effect on a pro-rata basis.

Registration of the Shares Compliance With the Securities Act. (a) The Company shall:Registration Upon Request. (i) subject to receipt in a timely manner of necessary information from the Investors (after prompt request from the Company to the Investors to provide such information), including the information required to be provided pursuant to Section 4(px) of this Agreement, prepare and file with the SEC, within 60 days At any time after the Closing Date, until such time at which the Company is eligible to file and maintain the effectiveness of, a registration statement on Form S-1 (the "REGISTRATION STATEMENT") to enable the resale S-3 or any successor form thereto for a public offering of the Shares and the Warrant Shares shares held by the Investors from time to time in accordance with (such period of S-3 eligibility, the plan “S-3 Eligibility Period”), upon the written request of distribution to be described therein; the holders of at least fifty percent (ii50%) subject to receipt of necessary information from the Investors Registrable Securities (after prompt request from the “Requesting Holders”), the Company to the Investors to provide such information), shall use its reasonable commercial best efforts to cause register under the Registration Statement Securities Act of 1933, as amended (the “Securities Act”) all or any portion of the Registrable Securities (as defined below) held by the Requesting Holders for sale in the manner specified in such notice, provided that the reasonably anticipated aggregate price to become effective within one hundred eighty (180) days the public of such offering shall exceed $1,000,000. At any time other than an S-3 Eligibility Period or in the event the Company ceases to be S-3 eligible following the Closing Date; S-3 Eligibility Period, the Company shall prepare a registration statement (iiia “Demand Registration Statement”) use its reasonable commercial efforts to prepare on Form S-1, Form SB-1 or such other appropriate or available registration form of the Securities and file with Exchange Commission (“SEC”), utilizing Rule 415 under the SEC such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement current, effective and free from any material misstatement or omission to state a material fact for a period (the "REGISTRATION PERIOD") not exceedingSecurities Act if so requested, with respect to each Investor's Shares purchased hereunder and any Demand Registration Statement. The Company shall not be required to effect more than three Demand Registration Statements in the Warrant Shares purchased under aggregate, provided, however that if the Warrantsnumber of shares requested by any Requesting Holder to be included in all prior Demand Registration Statements has been reduced by twenty-five percent (25%) or more pursuant to Section 2(a)(v) hereof, the earlier of: (i) the date on which all Shares and Warrant Shares then held by the Investor may Company shall be immediately sold required to the public under Rule 144(k) of the Securities Act; or (ii) such time as all Shares purchased by such Investor in this Offering and Warrant Shares issuable pursuant to the Warrants have been sold pursuant to a registration statement; (iv) furnish to the Investor with respect to the Shares and the Warrant Shares registered under the effect one additional Demand Registration Statement such number of copies of the Registration Statement and Prospectuses if so requested in conformity accordance with the requirements of the Securities Act this clause (which may be provided electronically) as the Investor may reasonably request in order to facilitate the public sale or other disposition of all or any of the Shares or Warrant Shares by the Investor; x), provided, however; further, that in the obligation of the Company to deliver copies of Prospectuses to the Investor shall be subject to the receipt by the Company of reasonable assurances from the Investor that the Investor will 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; (v) bear all expenses in connection with the procedures in paragraph (i) through (iv) of this Section 5 (other than underwriting discounts or commissions, brokers' fees and similar selling expenses, and any other fees or expenses incurred by the Investor, including attorney fees of the Investor) and the registration of the Shares and Warrant Shares pursuant to the Registration Statement; and (vi) advise the Investor, promptly (which advice may be provided electronically) after it shall receive notice or obtain knowledge of the issuance case of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purposesuch reduction, and it will promptly use its reasonable commercial efforts to prevent the issuance of any stop order or to obtain its withdrawal as soon as practicable if such stop order should be issued. (b) The Company understands that the Investor disclaims being an underwriter, but if the SEC deems the Investor to be an underwriter the Company shall not be relieved required to effect more than four (4) Demand Registration Statements in the aggregate. (y) For the purposes of any obligations it has hereunder; providedthis Agreement, however, that if the Company receives notification from the SEC that the Investor is deemed an underwriter, then the period by which the Company is obligated to submit an acceleration request to the SEC “Registrable Securities” shall be extended to the earlier of mean (i) shares of the 90th day after such SEC notificationCommon Stock issuable upon conversion of the Series C Preferred and the Series D Preferred Stock (the “Conversion Shares”), or and (ii) 120 days after shares of Common Stock issuable upon exercise of warrants issued to the initial filing of Investors (the Registration Statement “Warrant Shares” and together with the SEC. If required Conversion Shares, the “Shares”), provided that such securities shall cease to be Registrable Securities when (i) a registration statement registering such Registrable Securities under the Securities Act has been declared or becomes effective and such Registrable Securities have been sold or otherwise transferred by the rules and regulations promulgated holder thereof pursuant to such effective registration statement; (ii) such Registrable Securities are sold pursuant to Rule 144 under circumstances in which any legend borne by such Registrable Securities relating to restrictions on the transferability thereof, under the Securities Act or otherwise, is removed by the SECCompany; or (iii) such Registrable Securities shall cease to be outstanding. Registrable Securities shall not include the shares of Preferred Stock purchased by the Investors (the “Purchased Shares”) or the warrants issued to the Investors to purchase the Common Stock. In participating in any registration pursuant to this Section 2, each Investor agrees to convert to Common Stock any and all Purchased Shares to be sold by such Investor prior to or in connection with any sale pursuant to the Company may disclose the names of those Investors that may be deemed underwriters in the applicable Registration Statement.

Registration of the Shares Compliance With the Securities Act. (a) 7.1. Registration Procedures and Expenses. The Company shall: (ia) subject to receipt as soon as practicable, but in a timely manner of necessary information from no event later than ten (10) days following the Investors (after prompt request from the Company to the Investors to provide such information), including the information required to be provided pursuant to Section 4(p) of this AgreementClosing Date, prepare and file with the SEC, within 60 days after the Closing Date, Commission a registration statement Registration Statement on Form S-1 S-3 (the "REGISTRATION STATEMENT"“Registration Statement”) relating to enable the resale of the Shares and the Warrant Shares by the Investors from time to time in accordance with the plan of distribution to be described thereinShares; (iib) use its reasonable best efforts, subject to receipt of necessary information from the Investors (after prompt request from the Company to the Investors to provide such information)Purchaser, use its reasonable commercial efforts to cause the Commission to declare the Registration Statement to become effective within one hundred eighty (180) days following the Closing Dateas soon as possible; (iiic) use its reasonable commercial efforts to promptly prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to keep the Registration Statement current, effective and free from any material misstatement or omission to state a material fact for a period (the "REGISTRATION PERIOD") not exceeding, with respect to each Investor's Shares purchased hereunder and the Warrant Shares purchased under the Warrants, until the earlier of: of (i) two years after the date of the Closing (ii) such time as all of the Shares have been sold pursuant to the Registration Statement, or (iii) the date on which all the Shares and Warrant Shares then held may be resold by the Investor may be immediately sold to the public under Purchaser without registration by reason of Rule 144(k) of under the Securities ActAct or any other rule of similar effect; or (iiiii) such time as all Shares purchased by such Investor in Purchaser under this Offering and Warrant Shares issuable pursuant to the Warrants Agreement have been sold pursuant to a registration statementsold; (ivd) so long as the Registration Statement is effective covering the resale of the Shares owned by the Purchaser, furnish to the Investor Purchaser with respect to the Shares and the Warrant Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such number of copies of the Registration Statement prospectuses and Prospectuses in conformity with the requirements of the Securities Act (which may be provided electronically) such other documents as the Investor Purchaser may reasonably request request, in order to facilitate the public sale or other disposition of all or any of the Shares or Warrant Shares such securities by the InvestorPurchaser; (e) in consultation with its counsel, file documents required of the Company for compliance with Blue Sky requirements in states specified in writing by the Purchaser; provided, however; , that the obligation Company shall not be required to qualify to do business or consent to service of the Company to deliver copies of Prospectuses to the Investor shall be subject to the receipt by the Company of reasonable assurances from the Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities process in any jurisdiction in which it is not now so qualified or blue sky laws as may be applicable in connection with any use of such Prospectuseshas not so consented; (vf) bear all expenses in connection with the procedures in paragraph paragraphs (ia) through (ive) of this Section 5 (other than underwriting discounts or commissions, brokers' fees and similar selling expenses, and any other fees or expenses incurred by the Investor, including attorney fees of the Investor) 7.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and Warrant expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to the Registration Statement; and; (vig) advise the InvestorPurchaser (via e-mail address provided pursuant to Section 9(b)) on the same day that: (i) the prospectus or any prospectus supplement or post-effective amendment has been filed, promptly and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective; (which advice may be provided electronicallyii) after it the Company shall receive notice or obtain knowledge of the issuance of any stop order by the SEC Commission delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose, or any other order issued by any state securities commission or other regulatory authority suspending the qualification or exemption from qualification of such shares under state securities or “blue sky” laws; and (iii) the Company shall receive notice or obtain knowledge of the existence of any fact or the happening of any event that makes any statement of a material fact in the Registration Statement, the prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or which results in an omission of a material fact necessary in order to make the statement contained therein in light of the circumstances in which it will was made not misleading; (h) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to the Purchaser promptly after filing; and (i) in order to enable the Purchaser to sell the Shares under Rule 144 to the Securities Act, for a period of two years from Closing, use its commercially reasonable commercial efforts to prevent comply with the issuance requirements of any stop order or Rule 144, including without limitation, use its commercially reasonable efforts to obtain its withdrawal as soon as practicable if such stop order should comply with the requirements of Rule 144(c) with respect to public information about the Company and to timely file all reports required to be issued. (b) filed by the Company under the Exchange Act. The Company understands that the Investor Purchaser disclaims being an underwriter, but if the SEC deems the Investor to be Purchaser being deemed an underwriter shall not relieve the Company shall not be relieved of any obligations it has hereunder; provided, however, that if the Company receives notification from the SEC that the Investor is deemed an underwriter, then the period by which the Company is obligated to submit an acceleration request to the SEC shall be extended to the earlier of (i) the 90th day after such SEC notification, or (ii) 120 days after the initial filing of the Registration Statement with the SEC. If required by the rules and regulations promulgated by the SEC, the Company may disclose the names of those Investors that may be deemed underwriters in the Registration Statement.