Common use of Registration of Underlying Shares Clause in Contracts

Registration of Underlying Shares. (a) The Company shall, at its expense, (i) not later than January 15, 2002, file a registration statement on Form S-3 (the "Resale Registration Statement") to register under the Securities Act the resale by the Investor of the Underlying Shares, (ii) use its commercially reasonable efforts to cause the Resale Registration Statement to become effective under the Securities Act on the earliest possible date and to remain effective until two years from the date hereof or such earlier date as the Investor owns no Shares or Underlying Shares, and (iii) after the Resale Registration Statement is declared effective under the Securities Act, furnish the Investor with such number of copies of the prospectus (the "Prospectus") included in the Resale Registration Statement as the Investor may reasonably request to facilitate the resale of the Underlying Shares. (b) If at any time during the period that the Resale Registration Statement is effective under the Securities Act an event (an "Event") shall have occurred that has caused the Prospectus to contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, the Company shall (i) give the Investor a notice (the "No-Sell Notice") that an Event has occurred, (ii) promptly (or, if in the reasonable judgment of the Company disclosure of the Event would be detrimental to the Company, promptly after the earlier of (A) the date that disclosure of the Event would not be detrimental to the Company and (B) 90 days after the date of the No-Sell Notice) use its commercially reasonable efforts to cause the Resale Registration Statement not to contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and (iii) give the Investor a notice (the "Sell Notice") when the Resale Registration Statement does not contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. The Investor shall keep the existence and contents of any No-Sell Notice confidential, and shall not sell any Underlying Shares pursuant to the Resale Registration Statement after it has received a No-Sell Notice until it has received a subsequent Sell Notice. (c) In connection with the Resale Registration Statement, the Investor shall furnish to the Company such information as the Company shall reasonably request. (d) To the extent permitted by law, the Company will indemnify and hold harmless the Investor against any losses, claims, damages, expenses or liabilities (collectively, "Losses") to which the Investor may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other federal or state law, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof), arise out of or are based upon any of the following statements or omissions (each, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything contained in this Agreement to the contrary, the indemnity agreement contained above in this Section 5(d) shall not apply (i) to amounts paid in settlement of any such Loss, action or proceeding if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, or (ii) to any such Loss, action or proceeding arising out of or based upon a Violation (A) which occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement or (B) contained in a preliminary prospectus but not in the prospectus, as then amended or supplemented, if such prospectus was timely made available by the Company pursuant to Section 5(a)(iii). (e) To the extent permitted by law, the Investor will indemnify and hold harmless, to the same extent and in the same manner set forth in Section 5(d), the Company, each of its directors, each of its officers who have signed the Resale Registration Statement, each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, and any other stockholder selling securities pursuant to the Resale Registration Statement against any Losses, joint or several, to which any of them may become subject under the Securities Act, the Exchange Act, other federal or state law, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement. (f) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including any governmental action or proceeding), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel for the indemnifying party, representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. Notwithstanding anything to the contrary contained herein, the Company shall not be required pay for more than one legal counsel for all stockholders selling securities pursuant to the Resale Registration Statement, such legal counsel to be selected by the selling stockholders holding a majority in interest of the securities being sold. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action or proceeding shall relieve such indemnifying party of any liability to the indemnified party under this Section 5 only to the extent such failure has been prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5. (g) To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under this Section 5 to the extent permitted by law; provided, however, that (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in this Section 5 and (ii) no seller of securities guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any seller of securities who was not guilty of such fraudulent misrepresentation. (h) The Company shall use its commercially reasonable efforts to register and qualify the Underlying Shares under such securities or blue sky laws of such jurisdictions in the United States as the Investor reasonably requests; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5(h), (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause more than nominal expense or burden to the Company or (v) make any change in its Certificate of Incorporation or by-laws, which in each case the Board determines to be contrary to the best interests of the Company and its stockholders.

Registration of Underlying Shares. (a) The Company shallIssuer agrees that the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement (the “Registration Statement”) registering the resale of all of the Underlying Shares (if any) no later than fifteen (15) Business Days after the Closing Date, at and the Issuer shall use its expensecommercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) not later than January 15sixty (60) calendar days after the filing thereof (or, 2002, file a registration statement on Form S-3 (in the "Resale event the Commission reviews and has written comments to the Registration Statement", the ninetieth (90th) calendar day following the filing thereof) and (ii) the tenth (10th) Business Day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to register further review ((i) and (ii) collectively, the “Effectiveness Deadline”); provided, that if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business. The Issuer will provide a draft of the Registration Statement to the Subscriber for review at least three (3) Business Days in advance of filing the Registration Statement. Unless otherwise agreed to in writing by Subscriber, Subscriber shall not be identified as a statutory underwriter in the Registration Statement unless requested by the Commission or another regulatory agency; provided, that if the Commission or another regulatory agency requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Issuer. Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 under the Securities Act for the resale by the Investor of the Underlying SharesShares by the applicable stockholders or otherwise, (ii) such Registration Statement shall register for resale such number of Underlying Shares which is equal to the maximum number of Underlying Shares as is permitted by the Commission. In such event, the number of Underlying Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional Underlying Shares under Rule 415 under the Securities Act, the Issuer shall amend the Registration Statement or file a new Registration Statement to register such Underlying Shares not included in the Registration Statement and cause such amendment or Registration Statement to become effective as promptly as practicable. The Issuer agrees that, except for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, the Issuer will use its commercially reasonable efforts to cause the Resale such Registration Statement to become effective under the Securities Act on the earliest possible date and to remain effective with respect to Subscriber until two the earlier of (i) three (3) years from the date hereof or such earlier date as the Investor owns no Shares or Underlying Shares, and (iii) after the Resale Registration Statement is declared effective under the Securities Act, furnish the Investor with such number of copies issuance of the prospectus (the "Prospectus") included in the Resale Registration Statement as the Investor may reasonably request to facilitate the resale of the Underlying Shares. (b) If at any time during the period that the Resale Registration Statement is effective under the Securities Act an event (an "Event") shall have occurred that has caused the Prospectus to contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, the Company shall (i) give the Investor a notice (the "No-Sell Notice") that an Event has occurredConvertible Notes, (ii) promptly the date on which all of the Underlying Shares (orif any) shall have been sold, or (iii) on the first date on which Subscriber can sell all of its Underlying Shares (or shares received in exchange therefor) (if any) under Rule 144 without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for the Issuer to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if in applicable). If requested by Subscriber, the reasonable judgment of the Company disclosure of the Event would be detrimental to the Company, promptly after the earlier of (A) the date that disclosure of the Event would not be detrimental to the Company and (B) 90 days after the date of the No-Sell Notice) Issuer shall use its commercially reasonable efforts to (i) cause the Resale removal of the restrictive legends from any Underlying Shares being sold under the Registration Statement not or pursuant to contain Rule 144 at the time of sale of such Underlying Shares and (ii) cause its legal counsel to deliver an untrue statement opinion, if necessary, to the transfer agent in connection with the instruction under subclause (i) to the effect that the removal of a material fact such restrictive legends in such circumstances may be effected under the Securities Act, in each case upon the receipt of customary representations and other documentation, if any, from the Holder as reasonably requested by the Issuer, its counsel or to omit to state the transfer agent, establishing that restrictive legends are no longer required. From and after such time as the benefits of Rule 144 or any material fact required to be stated therein other similar rule or necessary to make the statements therein not misleading in light regulation of the circumstances Commission that may allow Subscriber to sell securities of the Issuer to the public without registration are available to holders of the Issuer’s common stock for so long as Subscriber holds Underlying Shares, the Issuer shall, at its expense, make and keep public information available, as those terms are understood and defined in Rule 144; use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Issuer under which they were madethe Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and such reports and other documents are required for the applicable provisions of Rule 144 to enable Subscriber to sell the Underlying Shares (if any) under Rule 144 for so long as Subscriber holds any Note; and furnish to Subscriber, promptly upon Subscriber’s reasonable request, (i) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act, and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer, and (iii) give the Investor a notice (the "Sell Notice") when the Resale Registration Statement does not contain an untrue statement of a material fact or such other information as may be reasonably requested to omit permit Subscriber to state any material fact required sell such securities pursuant to Rule 144 without registration. “Underlying Shares” shall be stated therein or necessary deemed to make the statements therein not misleading in light of the circumstances under which they were made. The Investor shall keep the existence and contents include, as of any No-Sell Notice confidentialdate of determination, and shall not sell any equity security issued or issuable with respect to the Underlying Shares pursuant to the Resale Registration Statement after it has received a No-Sell Notice until it has received a subsequent Sell Notice. (cif any) In connection with the Resale Registration Statementby way of share split, the Investor dividend, distribution, recapitalization, merger, exchange, replacement or similar event. “Holder” shall furnish to the Company such information as the Company shall reasonably request. (d) To the extent permitted by law, the Company will indemnify and hold harmless the Investor against mean Subscriber or any losses, claims, damages, expenses or liabilities (collectively, "Losses") affiliate of Subscriber to which the Investor may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other federal or state law, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof), arise out of or are based upon any of the following statements or omissions (each, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything contained in this Agreement to the contrary, the indemnity agreement contained above in this Section 5(d) shall not apply (i) to amounts paid in settlement of any such Loss, action or proceeding if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, or (ii) to any such Loss, action or proceeding arising out of or based upon a Violation (A) which occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement or (B) contained in a preliminary prospectus but not in the prospectus, as then amended or supplemented, if such prospectus was timely made available by the Company pursuant to Section 5(a)(iii). (e) To the extent permitted by law, the Investor will indemnify and hold harmless, to the same extent and in the same manner set forth in Section 5(d), the Company, each of its directors, each of its officers who have signed the Resale Registration Statement, each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, and any other stockholder selling securities pursuant to the Resale Registration Statement against any Losses, joint or several, to which any of them may become subject under the Securities Act, the Exchange Act, other federal or state law, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement. (f) Promptly after receipt by an indemnified party rights under this Section 5 of notice shall have been assigned. The Issuer’s obligations to include the Underlying Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the commencement Issuer held by Subscriber and the intended method of any action or proceeding (including any governmental action or proceeding), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5, deliver to the indemnifying party a written notice disposition of the commencement thereofUnderlying Shares as shall be reasonably requested by the Issuer to effect the registration of the Underlying Shares, and Subscriber shall execute such documents in connection with such registration as the indemnifying party Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall have be entitled to postpone and suspend the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control effectiveness or use of the defense thereof with counsel reasonably satisfactory to the indemnified partyRegistration Statement as permitted hereunder; provided, however, that an indemnified party Subscriber shall have the right to retain its own counsel, not in connection with the fees and expenses foregoing be required to execute any lock-up or similar agreement or otherwise be paid subject to any contractual restriction on the ability to transfer the Underlying Shares. In the case of the registration effected by the indemnifying partyIssuer pursuant to this Convertible Note Subscription Agreement, ifthe Issuer shall, in upon reasonable request, inform Subscriber as to the reasonable opinion of counsel for the indemnifying party, representation status of such indemnified party by registration. Subscriber shall not be entitled to use the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and Registration Statement for an underwritten offering of any other party represented by such counsel in such proceedingUnderlying Shares. Notwithstanding anything to the contrary contained herein, the Company shall not be required pay for more than one legal counsel for all stockholders selling securities pursuant to the Resale Issuer may delay or postpone filing of such Registration Statement, such legal counsel and from time to be selected by time require Subscriber not to sell under the selling stockholders holding a majority in interest of Registration Statement or suspend the securities being sold. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement use or effectiveness of any such action Registration Statement if it determines that in order for the registration statement to not contain a material misstatement or proceeding shall relieve omission, an amendment thereto would be needed, or if such indemnifying party filing or use could materially affect a bona fide business or financing transaction of the Issuer or would require premature disclosure of information that could materially adversely affect the Issuer, or if the Commission issues any stop order suspending the effectiveness of any liability Registration Statement or indicates the intention to the indemnified party under this Section 5 only to the extent initiate any proceedings for such failure has been prejudicial to its ability to defend purpose (each such actioncircumstance, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5. (g) To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under this Section 5 to the extent permitted by lawa “Suspension Event”); provided, howeverthat, that (iw) no contribution the Issuer shall be made under circumstances where not so delay filing or so suspend the maker would not have been liable use of the Registration Statement for indemnification under the fault standards set forth a period of more than sixty (60) consecutive days or more than two (2) times in this Section 5 any three hundred sixty (360) day period and (iix) no seller of securities guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any seller of securities who was not guilty of such fraudulent misrepresentation. (h) The Company Issuer shall use its commercially reasonable efforts to register and qualify make such registration statement available for the Underlying Shares under sale by Subscriber of such securities or blue sky laws of such jurisdictions in the United States as the Investor reasonably requests; provided, however, that the Company shall not be required in connection therewith or soon as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5(h), (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause more than nominal expense or burden to the Company or (v) make any change in its Certificate of Incorporation or by-laws, which in each case the Board determines to be contrary to the best interests of the Company and its stockholderspracticable thereafter.

Registration of Underlying Shares. So long as any War-rants remain unexercised or Debentures remain outstanding, the Company agrees not to file a registration statement with the Commission, without first having registered the Underlying Shares for resale with the SEC and for resale in such states of the United States as the Holders thereof (aor the Holders of the Debentures) The shall reasonably request. If the Company shallshall propose to file with the SEC any registration statement other than a Form 10 which would cause, or have the effect of causing, the Company to become subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act (a "Reporting Issuer") or to take any other action the effect of which would be to cause the Underlying Shares to be issued upon conversion of any then outstanding Debentures to be restricted securities or cause the Underlying Shares to be issued upon exercise of any then outstanding Warrants to be restricted securities (as such term defined in Rule 144 promulgated under the Securities Act), the Company agrees to give written notification of such to the Holders of the Debentures or the Warrants then outstanding at its expenseleast two weeks prior to such filing or taking of the proposed action. If any Debentures or Warrants are outstanding at the end of such notice period, (i) not later than January 15, 2002, the Company agrees to file a registration statement on Form S-3 (S-1 or SB-2, or such other form of registration statement in which the "Resale Registration Statement") Underlying Shares may be included, and to register under include in such registration statement the Securities Act Underlying Shares issuable upon conversion of any then outstanding Debentures or the exercise of any then outstanding Warrants so as to pen-nit the public resale thereof. All costs and expenses of registration shall be borne by the Investor Company. Notwithstanding the foregoing, if the Company for any reason shall become a Reporting Issuer, or shall have taken any action the effect of the Underlying Shares, (ii) use its commercially reasonable efforts which would be to cause the Resale Registration Statement Underlying Shares to become effective under be issued upon conversion of any then outstanding Debentures or the Securities Act on the earliest possible date and exercise of any then outstanding Warrants to remain effective until two years from the date hereof or be restricted securities (as such earlier date as the Investor owns no Shares or Underlying Shares, and (iii) after the Resale Registration Statement term is declared effective defined in Rule 144 promulgated under the Securities Act, furnish the Investor with such number of copies of the prospectus (the "Prospectus") included in the Resale Registration Statement as the Investor may reasonably request to facilitate the resale of the Underlying Shares. (b) If at any time during the period that the Resale Registration Statement is effective under the Securities Act an event (an "Event") shall have occurred that has caused the Prospectus to contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made), the Company shall (i) give agrees to immediately file with the Investor SEC and cause to become effective a notice (registration statement which would permit the "No-Sell Notice") that an Event has occurred, (ii) promptly (or, if in the reasonable judgment public resale of the Company disclosure of the Event would be detrimental to the Company, promptly after the earlier of (A) the date that disclosure of the Event would not be detrimental to the Company and (B) 90 days after the date of the No-Sell Notice) use its commercially reasonable efforts to cause the Resale Registration Statement not to contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and (iii) give the Investor a notice (the "Sell Notice") when the Resale Registration Statement does not contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. The Investor shall keep the existence and contents of any No-Sell Notice confidential, and shall not sell any such Underlying Shares pursuant to the Resale Registration Statement after it has received a No-Sell Notice until it has received a subsequent Sell Notice. (c) In connection with the Resale Registration Statement, the Investor shall furnish to the Company such information as the Company shall reasonably request. (d) To the extent permitted by law, the Company will indemnify and hold harmless the Investor against any losses, claims, damages, expenses or liabilities (collectively, "Losses") to which the Investor may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other federal or state law, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof), arise out of or are based upon any of the following statements or omissions (each, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything contained in this Agreement to the contrary, the indemnity agreement contained above in this Section 5(d) shall not apply (i) to amounts paid in settlement of any such Loss, action or proceeding if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, or (ii) to any such Loss, action or proceeding arising out of or based upon a Violation (A) which occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement or (B) contained in a preliminary prospectus but not in the prospectus, as then amended or supplemented, if such prospectus was timely made available by the Company pursuant to Section 5(a)(iii). (e) To the extent permitted by law, the Investor will indemnify and hold harmless, to the same extent and in the same manner set forth in Section 5(d), the Company, each of its directors, each of its officers who have signed the Resale Registration Statement, each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, and any other stockholder selling securities pursuant to the Resale Registration Statement against any Losses, joint or several, to which any of them may become subject under the Securities Act, the Exchange Act, other federal or state law, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement. (f) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including any governmental action or proceeding), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel for the indemnifying party, representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. Notwithstanding anything to the contrary contained herein, the Company shall not be required pay for more than one legal counsel for all stockholders selling securities pursuant to the Resale Registration Statement, such legal counsel to be selected by the selling stockholders holding a majority in interest states of the securities being sold. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action or proceeding shall relieve such indemnifying party of any liability to the indemnified party under this Section 5 only to the extent such failure has been prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5. (g) To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under this Section 5 to the extent permitted by law; provided, however, that (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in this Section 5 and (ii) no seller of securities guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any seller of securities who was not guilty of such fraudulent misrepresentation. (h) The Company shall use its commercially reasonable efforts to register and qualify the Underlying Shares under such securities or blue sky laws of such jurisdictions in the United States as the Investor Holders thereof shall reasonably requests; provided, however, that request. All costs and expenses of such registration and related Blue Sky filings shall be borne by the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5(h), (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause more than nominal expense or burden to the Company or (v) make any change in its Certificate of Incorporation or by-laws, which in each case the Board determines to be contrary to the best interests of the Company and its stockholdersCompany.

Registration of Underlying Shares. (a) The Company shallagrees that, within thirty (30) calendar days following the Closing Date, the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Underlying Shares (if any) (the “Registration Statement”), and the Company shall use its expensecommercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than seventy-five (75) calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred five (105) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall have the Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) not later than January 15if the Effectiveness Deadline falls on a Saturday, 2002Sunday or other day that the Commission is closed for business, file the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a registration statement on Form S-3 government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Upon Subscriber’s timely request, the Company shall provide a draft of the Registration Statement to Subscriber at least two (2) Business Days in advance of the date of filing the Registration Statement with the Commission (the "Resale “Filing Date”). Unless otherwise agreed to in writing by Subscriber prior to the filing of the Registration Statement", Subscriber shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Underlying Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Underlying Shares which is equal to the maximum number of Underlying Shares as is permitted by the Commission. In such event, the number of Underlying Shares or other shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional Underlying Shares under Rule 415 under the Securities Act, the Company shall amend the Registration Statement or file one or more new Registration Statement(s) (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register under such additional Underlying Shares and cause such amendment or Registration Statement(s) to become effective as promptly as practicable after the Securities Act filing thereof, but in any event no later than thirty (30) calendar days after the resale filing of such Registration Statement (the “Additional Effectiveness Deadline”); provided, that the Additional Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after the filing of such Registration Statement if such Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have such Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Investor staff of the Underlying SharesCommission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 5. (b) The Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, the Company will use its commercially reasonable efforts to cause the Resale such Registration Statement to become effective under the Securities Act on the earliest possible date and to remain effective until two years from the date hereof or with respect to Subscriber, including to prepare and file any post-effective amendment to such earlier date as the Investor owns no Shares or Underlying Shares, and (iii) after the Resale Registration Statement is declared effective under or a supplement to the Securities Act, furnish the Investor with related prospectus such number of copies of that the prospectus (the "Prospectus") included in the Resale Registration Statement as the Investor may reasonably request to facilitate the resale of the Underlying Shares. (b) If at will not include any time during the period that the Resale Registration Statement is effective under the Securities Act an event (an "Event") shall have occurred that has caused the Prospectus to contain an untrue statement of or a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made, not misleading, until the Company shall earliest to occur of (i) give two (2) years from the Investor a notice (effective date of the "No-Sell Notice") that an Event has occurredRegistration Statement, (ii) promptly the date on which Subscriber ceases to hold any Subscribed Notes or Underlying Shares (orif any) issued pursuant to this Convertible Note Subscription Agreement and (iii) the first date on which Subscriber can sell all of its Underlying Shares (if any) issued upon conversion of the Convertible Notes issued pursuant to this Convertible Note Subscription Agreement (or shares received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if in applicable) (the reasonable judgment earliest of clauses (i), (ii), and (iii), the “End Date”). Prior to the End Date, the Company disclosure will use commercially reasonable efforts to obtain the withdrawal of any order suspending the Event would be detrimental effectiveness of any Registration Statement as soon as reasonably practicable; file all reports, and provide all customary and reasonable cooperation, necessary to enable Subscriber to resell the Underlying Shares (if any) pursuant to the Registration Statement; qualify the Underlying Shares (if any) for listing on the applicable stock exchange on which the Company, promptly after ’s Class A Shares are then listed and update or amend the earlier of Registration Statement as necessary to include the Underlying Shares (A) the date that disclosure of the Event would not be detrimental to the if any). The Company and (B) 90 days after the date of the No-Sell Notice) will use its commercially reasonable efforts to (A) for so long as Subscriber holds Subscribed Notes or Underlying Shares (if any), make and keep public information available (as those terms are understood and defined in Rule 144) and file with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act so long as the Company remains subject to such requirements to enable Subscriber to resell the Underlying Shares (if any) pursuant to Rule 144, (B) at the reasonable request of Subscriber, deliver all the necessary documentation to cause the Resale Company’s Trustee to remove all restrictive legends from any Underlying Shares (if any) being sold under the Registration Statement or pursuant to Rule 144 at the time of sale the Underlying Shares (if any), or that may be sold by Subscriber without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions, and (C) cause its legal counsel to deliver to the Trustee the necessary legal opinions required by the Trustee, if any, in connection with the instruction under clause (B) upon the receipt of Subscriber representation letters and such other customary supporting documentation as requested by (and in a form reasonably acceptable to) such counsel. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of the Underlying Shares (if any) to the Company (or its successor) upon reasonable request to assist the Company in making the determination described above. (c) The Company’s obligations to include the Underlying Shares (if any) in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company a completed selling stockholder questionnaire in customary form that contains such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of the Underlying Shares (if any) as shall be reasonably requested by the Company to effect the registration of the Underlying Shares (if any), and Subscriber shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations; provided, that the Company shall request such information from Subscriber, including the selling stockholder questionnaire, at least five (5) Business Days prior to the anticipated Filing Date. In the case of the registration effected by the Company pursuant to this Convertible Note Subscription Agreement, the Company shall, upon reasonable request, inform Subscriber as to the status of such registration. Subscriber shall not be entitled to use the Registration Statement for an underwritten offering of the Underlying Shares (if any). Notwithstanding anything to the contrary contained herein, the Company may delay or postpone filing of such Registration Statement, and from time to time require Subscriber not to sell under the Registration Statement or suspend the use or effectiveness of any such Registration Statement if (A) it determines in good faith that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, (B) such filing or use would reasonably be expected to materially affect a bona fide business or financing transaction of the Company or would reasonably be expected to require premature disclosure of information that would materially adversely affect the Company, (C) in the good faith judgment of the majority of the members of the Company’s board of directors, such filing or effectiveness or use of such Registration Statement would be seriously detrimental to the Company, (D) the majority of the board determines to delay the filing or initial effectiveness of, or suspend use of, a Registration Statement and such delay or suspension arises out of, or is a result of, or is related to or is in connection with the SEC Guidance or future Commission guidance directed at special purpose acquisition companies, or any related disclosure or related matters, (E) it determines during any customary blackout or similar period or as permitted hereunder, or (F) necessary in connection with the preparation and filing of a post-effective amendment to the Registration Statement following the filing of the Company’s Annual Report on Form 20-F for its first completed fiscal year following the effective date of the Registration Statement (each such circumstance, a “Suspension Event”); provided, that, (w) the Company shall not so delay filing or so suspend the use of the Registration Statement for a period of more than sixty (60) consecutive days or more than two (2) times in any three hundred sixty (360) day period and (x) the Company shall use commercially reasonable efforts to make such registration statement available for the sale by Subscriber of such securities as soon as practicable thereafter. (d) Upon receipt of any written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of (i) an issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose, which notice shall be given no later than three (3) Business Days from the date of such event, (ii) any Suspension Event during the period that the Registration Statement is effective, which notice shall be given no later than three (3) Business Days from the date of such Suspension Event, or (iii) or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or to omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and (iii) give the Investor a notice (the "Sell Notice") when the Resale Registration Statement does not contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. The Investor shall keep the existence and contents of any No-Sell Notice confidential, and shall not sell any Underlying Shares pursuant to the Resale Registration Statement after it has received a No-Sell Notice until it has received a subsequent Sell Notice. (c) In connection with the Resale Registration Statement, the Investor shall furnish to the Company such information as the Company shall reasonably request. (d) To the extent permitted by law, the Company will indemnify and hold harmless the Investor against any losses, claims, damages, expenses or liabilities (collectively, "Losses") to which the Investor may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other federal or state law, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof), arise out of or are based upon any of the following statements or omissions (each, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, made (in the case of the prospectus) not misleading. Notwithstanding anything contained in this Agreement , Subscriber agrees that (1) it will immediately discontinue offers and sales of the Underlying Shares (if any) under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which the contrary, Company agrees to promptly prepare) that corrects the indemnity agreement contained misstatement(s) or omission(s) referred to above in this Section 5(dand receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (2) shall not apply (i) to amounts paid in settlement it will maintain the confidentiality of any information included in such Losswritten notice delivered by the Company unless otherwise required by law, action subpoena or proceeding if such settlement is effected without the prior written consent of regulatory request or requirement. If so directed by the Company, which consent shall not be unreasonably withheld, or (ii) to any such Loss, action or proceeding arising out of or based upon a Violation (A) which occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement or (B) contained in a preliminary prospectus but not in the prospectus, as then amended or supplemented, if such prospectus was timely made available by the Company pursuant to Section 5(a)(iii). (e) To the extent permitted by law, the Investor Subscriber will indemnify and hold harmless, to the same extent and in the same manner set forth in Section 5(d), the Company, each of its directors, each of its officers who have signed the Resale Registration Statement, each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, and any other stockholder selling securities pursuant to the Resale Registration Statement against any Losses, joint or several, to which any of them may become subject under the Securities Act, the Exchange Act, other federal or state law, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement. (f) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including any governmental action or proceeding), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5, deliver to the indemnifying party a written notice Company or, in Subscriber’s sole discretion destroy, all copies of the commencement thereof, and prospectus covering the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel reasonably satisfactory to the indemnified partyUnderlying Shares (if any) in Subscriber’s possession; provided, however, that an indemnified party this obligation to deliver or destroy all copies of the prospectus covering the Underlying Shares (if any) shall have not apply (w) to the right extent Subscriber is required to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel for the indemnifying party, representation a copy of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due prospectus (A) in order to actual comply with applicable legal, regulatory, self-regulatory or potential differing interests between such indemnified party and any other party represented by such counsel professional requirements or (B) in such proceeding. Notwithstanding anything accordance with a bona fide pre-existing document retention policy or (x) to the contrary contained herein, the Company shall not be required pay for more than one legal counsel for all stockholders selling securities pursuant to the Resale Registration Statement, such legal counsel to be selected by the selling stockholders holding copies stored electronically on archival servers as a majority in interest result of the securities being sold. The failure to automatic data back-up. (e) Subscriber may deliver written notice (an “Opt-Out Notice”) to the indemnifying party within a reasonable time of Company requesting that Subscriber not receive notices from the commencement of any such action or proceeding shall relieve such indemnifying party of any liability to the indemnified party under this Section 5 only to the extent such failure has been prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party Company otherwise than under required by this Section 5. (g) To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under this Section 5 to the extent permitted by law; provided, however, that Subscriber may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) the Company shall not deliver any such notices to Subscriber and Subscriber shall no contribution shall longer be made under circumstances where entitled to the maker would not have been liable for indemnification under the fault standards set forth in this Section 5 rights associated with any such notice and (ii) no seller each time prior to Subscriber’s intended use of securities guilty an effective Registration Statement, Subscriber will notify the Company in writing at least two (2) business days in advance of fraudulent misrepresentation such intended use, and if a notice of a Suspension Event was previously delivered (or would have been delivered but for the provisions of this Section 5(e)) and the related suspension period remains in effect, the Company will so notify Subscriber, within one (1) business day of Subscriber’s notification to the meaning Company, by delivering to Subscriber a copy of Section 11 such previous notice of Suspension Event, and thereafter will provide Subscriber with the related notice of the Securities Act) shall be entitled to contribution from any seller of securities who was not guilty conclusion of such fraudulent misrepresentationSuspension Event or other event immediately upon its availability. (hf) The Company For purposes of this Section 5 of this Convertible Note Subscription Agreement, (i) “Underlying Shares” shall use its commercially reasonable efforts be deemed to register and qualify include, as of any date of determination, any equity security issued or issuable with respect to the Underlying Shares under such securities (if any) by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or blue sky laws of such jurisdictions in the United States as the Investor reasonably requests; providedsimilar events, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5(h), and (ii) subject itself “Subscriber” shall include any person to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause more than nominal expense or burden to which the Company or (v) make any change in its Certificate of Incorporation or by-laws, which in each case the Board determines to be contrary to the best interests of the Company and its stockholdersrights under this Section 5 shall have been duly assigned.

Registration of Underlying Shares. (a) The So long as the Purchaser and/or its assigns owns any of the Securities and the Underlying Shares would not be freely transferable without registration, the Company shall, at its expense, (i) agrees not later than January 15, 2002, to file a registration statement with the SEC without Purchaser's express written consent, other than on Form S-3 10, Form S-4 (except for a public reoffering or resale) or Form S-8 without first having registered (or simultaneous registering) the "Resale Registration Statement") to register Registrable Securities for resale under the Securities Act the resale by the Investor and in such states of the Underlying Shares, (ii) use its commercially reasonable efforts to cause the Resale Registration Statement to become effective under the Securities Act on the earliest possible date and to remain effective until two years from the date hereof or such earlier date United States as the Investor owns no Shares or Underlying Shares, and (iii) after the Resale Registration Statement is declared effective under the Securities Act, furnish the Investor with such number of copies of the prospectus (the "Prospectus") included in the Resale Registration Statement as the Investor may holders thereof shall reasonably request to facilitate the resale of the Underlying Sharesrequest. (b) If at the Company shall propose to file with the SEC any time during registration statement other than a Form 10, Form S-4 (except for a public reoffering or resale) or Form S-8 which would cause, or have the period that effect of causing, the Resale Registration Statement Company to become a Reporting Issuer or to take any other action, other than the sale of the Debentures to the Purchaser hereunder, the effect of which would be to cause the Underlying Shares to be restricted securities (as such term is effective defined in Rule 144 promulgated under the Securities Act Act), the Company agrees to give written notification of such to the holders of the Securities at least two weeks prior to such filing or taking of the proposed action. If any of the Securities are then outstanding, the Company agrees to include in such registration statement the Registrable Securities. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company will so advise the holders of the Securities. In such event, these registration rights shall be conditioned upon such holder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter selected by the Company. In the event (an "Event") shall have occurred that has caused the Prospectus to contain an untrue statement lead or managing underwriter in its good faith judgment determines that material adverse market factors require a limitation on the number of a material fact or to omit to state any material fact required shares to be stated therein or necessary to make underwritten, the statements therein not misleading in light underwriter may limit the number of the circumstances under which they were madeRegistrable Securities. In such event, the Company shall (i) give so advise all holders of securities requesting registration, and the Investor a notice (number of shares of the "No-Sell Notice") Registrable Securities that an Event has occurred, (ii) promptly (or, if are entitled to be included in the reasonable judgment of the Company disclosure of the Event would registration and underwriting shall be detrimental to allocated pro rata among all holders and other participants, including the Company, promptly after in proportion, as nearly as practicable, to the earlier respective amounts of (A) Registrable Securities and other securities which they had requested to be included in such registration statement at the date that disclosure time of filing the registration statement. If any holder disapproves of the Event would not be detrimental terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter, provided such notice is delivered within sixty (B60) 90 days after of full disclosure of such terms to such holder, without thereby affecting the date right of the No-Sell Notice) use its commercially reasonable efforts such holder to cause the Resale Registration Statement not to contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading participate in light of the circumstances under which they were made, and (iii) give the Investor a notice (the "Sell Notice") when the Resale Registration Statement does not contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. The Investor shall keep the existence and contents of any No-Sell Notice confidential, and shall not sell any Underlying Shares pursuant to the Resale Registration Statement after it has received a No-Sell Notice until it has received a subsequent Sell Noticeofferings hereunder. (c) In connection Notwithstanding the foregoing, if the Company for any reason shall have taken any action, other than the sale of the Debentures to the Purchaser hereunder, the effect of which would be to cause the Registrable Securities to be restricted securities (as such term is defined in Rule 144 promulgated under the Securities Act), the Company agrees to use its best efforts to file a registration statement with the Resale Registration Statement, SEC and use its best efforts to have such registration statement declared effective by the Investor shall furnish to SEC which would permit the Company public resale of the Registrable Securities under the Securities Act and in such information states of the United States as the Company holders thereof shall reasonably request. (d) To the extent permitted by law, the The Company will indemnify and hold harmless the Investor against agrees to keep any losses, claims, damages, expenses or liabilities (collectively, "Losses") registration required pursuant to which the Investor may become subject this Section 4.23 continuously effective under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other federal or state law, or otherwise, insofar as and with such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof), arise out of or are based upon any states of the following statements or omissions (each, a "Violation"): United States as the holders of the Registrable Securities shall reasonably request until the earlier of (i) the date on which all of the Registrable Securities covered by any untrue statement or alleged untrue statement such registration have been sold, (ii) two (2) years from the effective date of a material fact contained in the Resale Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements theretosuch registration, or (iiiii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light date on which all of the circumstances in which they were made, not misleadingRegistrable Securities may be sold without restriction pursuant to Rule 144 of the Securities Act. Notwithstanding anything contained in this Agreement to the contrary, the indemnity agreement contained above in this Section 5(d) shall not apply (i) to amounts paid in settlement All costs and expenses of any such Loss, action or proceeding if registration and related Blue Sky filings and maintaining continuous effectiveness of such settlement is effected without the prior written consent of registration and filings shall be borne by the Company, which consent shall not be unreasonably withheldother than underwriters and brokers, or (ii) to any such Loss, action or proceeding arising out of or based upon a Violation (A) which occurs in reliance upon fees and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement or (B) contained in a preliminary prospectus but not in the prospectus, as then amended or supplemented, if such prospectus was timely made available by the Company pursuant to Section 5(a)(iii)commissions. (e) To the extent permitted The Underlying Shares shall be registered by law, the Investor will indemnify and hold harmless, to the same extent and in the same manner set forth in Section 5(d), the Company, each of its directors, each of its officers who have signed the Resale Registration Statement, each person, if any, who controls the Company within the meaning of under the Securities Act or the Exchange Act, if required by Section 4.28 and any other stockholder selling securities pursuant subject to the Resale Registration Statement against any Losses, joint or several, to which any of them may become subject under the Securities Act, the Exchange Act, other federal or state law, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statementconditions stated therein. (f) Promptly after receipt Each holder of Registrable Securities agrees to cooperate and assist the Company in preparing and filing any registration statement required to be filed pursuant to this Agreement, including, without limitation, providing the Company with such information about the holder and answering such questions as deemed reasonably necessary by an indemnified party under this Section 5 the Company in order to complete such registration statement. Until such time as the Company is no longer required to keep the registration statement effective, each holder of notice Registrable Securities agrees to immediately notify the Company of any change to the information provided to the Company in connection with the preparation or maintenance of the commencement of any action or proceeding (including any governmental action or proceeding)registration statement, and each such indemnified party will, if a claim in respect thereof is holder agrees to be made against any indemnifying party under this Section 5, deliver certify to the indemnifying party a written notice accuracy and completeness of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid all information provided by the indemnifying party, if, in the reasonable opinion of counsel for the indemnifying party, representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. Notwithstanding anything to the contrary contained herein, the Company shall not be required pay for more than one legal counsel for all stockholders selling securities pursuant to the Resale Registration Statement, such legal counsel to be selected by the selling stockholders holding a majority in interest of the securities being sold. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action or proceeding shall relieve such indemnifying party of any liability to the indemnified party under this Section 5 only to the extent such failure has been prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5. (g) To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under this Section 5 to the extent permitted by law; provided, however, that (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in this Section 5 and (ii) no seller of securities guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any seller of securities who was not guilty of such fraudulent misrepresentation. (h) The Company shall use its commercially reasonable efforts to register and qualify the Underlying Shares under such securities or blue sky laws of such jurisdictions in the United States as the Investor reasonably requests; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5(h), (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause more than nominal expense or burden to the Company or (v) make any change its representatives in its Certificate of Incorporation or by-laws, which in each case the Board determines to be contrary to the best interests of the Company and its stockholdersconnection with such registration statement.

Registration of Underlying Shares. So long as any Warrants remain unexercised or Debentures remain outstanding, the Company agrees not to file a registration statement with the Commission, without first having registered the Underlying Shares for resale with the SEC and for resale in such states of the United States as the Holders thereof (aor the Holders of the Debentures) The shall reasonably request. If the Company shallshall propose to file with the SEC any registration statement other than a Form 10 which would cause, or have the effect of causing, the Company to become subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act (a "Reporting Issuer") or to take any other action the effect of which would be to cause the Underlying Shares to be issued upon conversion of any then outstanding Debentures to be restricted securities or cause the Underlying Shares to be issued upon exercise of any then outstanding Warrants to be restricted securities (as such term is defined in Rule 144 promulgated under the Securities Act), the Company agrees to give written notification of such to the Holders of the Debentures then outstanding at its expenseleast two weeks prior to such filing or taking of the proposed action. If any Debentures are outstanding at the end of such notice period, (i) not later than January 15, 2002, the Company agrees to file a registration statement on Form S-3 (S-1 or SB-2, or such other form of registration statement in which the "Resale Registration Statement") Underlying Shares may be included, and to register under include in such registration statement the Securities Act Underlying Shares issuable upon conversion of any then outstanding Debentures or the exercise of any then outstanding Warrants so as to permit the public resale thereof. All costs and expenses of registration shall be borne by the Investor Company. Notwithstanding the foregoing, if the Company for any reason shall become a Reporting Issuer, or shall have taken any action the effect of the Underlying Shares, (ii) use its commercially reasonable efforts which would be to cause the Resale Registration Statement Underlying Shares to become effective under the Securities Act on the earliest possible date and be issued upon conversion of any then outstanding Debentures to remain effective until two years from the date hereof or be restricted securities (as such earlier date as the Investor owns no Shares or Underlying Shares, and (iii) after the Resale Registration Statement term is declared effective defined in Rule 144 promulgated under the Securities Act, furnish the Investor with such number of copies of the prospectus (the "Prospectus") included in the Resale Registration Statement as the Investor may reasonably request to facilitate the resale of the Underlying Shares. (b) If at any time during the period that the Resale Registration Statement is effective under the Securities Act an event (an "Event") shall have occurred that has caused the Prospectus to contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made), the Company shall (i) give agrees to immediately file with the Investor SEC and cause to become effective a notice (registration statement which would permit the "No-Sell Notice") that an Event has occurred, (ii) promptly (or, if in the reasonable judgment public resale of the Company disclosure of the Event would be detrimental to the Company, promptly after the earlier of (A) the date that disclosure of the Event would not be detrimental to the Company and (B) 90 days after the date of the No-Sell Notice) use its commercially reasonable efforts to cause the Resale Registration Statement not to contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and (iii) give the Investor a notice (the "Sell Notice") when the Resale Registration Statement does not contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. The Investor shall keep the existence and contents of any No-Sell Notice confidential, and shall not sell any such Underlying Shares pursuant to the Resale Registration Statement after it has received a No-Sell Notice until it has received a subsequent Sell Notice. (c) In connection with the Resale Registration Statement, the Investor shall furnish to the Company such information as the Company shall reasonably request. (d) To the extent permitted by law, the Company will indemnify and hold harmless the Investor against any losses, claims, damages, expenses or liabilities (collectively, "Losses") to which the Investor may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other federal or state law, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof), arise out of or are based upon any of the following statements or omissions (each, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything contained in this Agreement to the contrary, the indemnity agreement contained above in this Section 5(d) shall not apply (i) to amounts paid in settlement of any such Loss, action or proceeding if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, or (ii) to any such Loss, action or proceeding arising out of or based upon a Violation (A) which occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement or (B) contained in a preliminary prospectus but not in the prospectus, as then amended or supplemented, if such prospectus was timely made available by the Company pursuant to Section 5(a)(iii). (e) To the extent permitted by law, the Investor will indemnify and hold harmless, to the same extent and in the same manner set forth in Section 5(d), the Company, each of its directors, each of its officers who have signed the Resale Registration Statement, each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, and any other stockholder selling securities pursuant to the Resale Registration Statement against any Losses, joint or several, to which any of them may become subject under the Securities Act, the Exchange Act, other federal or state law, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement. (f) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including any governmental action or proceeding), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel for the indemnifying party, representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. Notwithstanding anything to the contrary contained herein, the Company shall not be required pay for more than one legal counsel for all stockholders selling securities pursuant to the Resale Registration Statement, such legal counsel to be selected by the selling stockholders holding a majority in interest states of the securities being sold. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action or proceeding shall relieve such indemnifying party of any liability to the indemnified party under this Section 5 only to the extent such failure has been prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5. (g) To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under this Section 5 to the extent permitted by law; provided, however, that (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in this Section 5 and (ii) no seller of securities guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any seller of securities who was not guilty of such fraudulent misrepresentation. (h) The Company shall use its commercially reasonable efforts to register and qualify the Underlying Shares under such securities or blue sky laws of such jurisdictions in the United States as the Investor Holders thereof shall reasonably requests; provided, however, that request. All costs and expenses of such registration shall be borne by the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5(h), (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause more than nominal expense or burden to the Company or (v) make any change in its Certificate of Incorporation or by-laws, which in each case the Board determines to be contrary to the best interests of the Company and its stockholdersCompany.

Registration of Underlying Shares. So long as any Warrants remain unexercised or Debentures remain outstanding, the Company agrees not to file a registration statement with the Commission, without first having registered the Underlying Shares for resale with the SEC and for resale in such states of the United States as the Holders thereof (aor the Holders of the Debentures) The shall reasonably request. If the Company shallshall propose to file with the SEC any registration statement other than a Form of which would cause, or have the effect of causing, the Company to become subject to the reporting requirements of Section 13 or 15(4) of the Exchange Act (a "Reporting Issuer") or to take any other action the effect of which would be to cause the Underlying Shares to be issued upon conversion of any then outstanding Debentures to be restricted securities or cause the Underlying Shares to be issued upon exercise of any then outstanding Warrants to be restricted securities (as such term is defined in Section 144 promulgated under the Securities Act), the Company agrees to give written notification of such to the Holders of the Debentures or the Warrants then outstanding at its expenseleast two weeks prior to such filing or taking of the proposed action. If any Debentures or Warrants are outstanding at the end of such notice period, (i) not later than January 15, 2002, the Company agrees to file a registration statement on Form S-3 (S-I or SB-2, or such other form of registration statement in which the "Resale Registration Statement") Underlying Shares may be included, and to register under include in such registration statement the Securities Act Underlying Shares issuable upon conversion of any then outstanding Debentures or the exercise of any then outstanding Warrants so as to permit the public resale thereof. All costs and expenses of registration shall be borne by the Investor Company. ------------------------------------------------------------------------------- Notwithstanding the foregoing, if the Company for any reason shall become a Reporting Issuer, or shall have taken any action the effect of the Underlying Shares, (ii) use its commercially reasonable efforts which would be to cause the Resale Registration Statement Underlying Shares to become effective under be issued upon conversion of any then outstanding Debentures or the Securities Act on the earliest possible date and exercise of any then outstanding Warrants to remain effective until two years from the date hereof or be restricted securities (as such earlier date as the Investor owns no Shares or Underlying Shares, and (iii) after the Resale Registration Statement term is declared effective defined in Rule 144 promulgated under the Securities Act, furnish the Investor with such number of copies of the prospectus (the "Prospectus") included in the Resale Registration Statement as the Investor may reasonably request to facilitate the resale of the Underlying Shares. (b) If at any time during the period that the Resale Registration Statement is effective under the Securities Act an event (an "Event") shall have occurred that has caused the Prospectus to contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made), the Company shall (i) give agrees to immediately file with the Investor SEC and cause to become effective a notice (registration statement which would permit the "No-Sell Notice") that an Event has occurred, (ii) promptly (or, if in the reasonable judgment public resale of the Company disclosure of the Event would be detrimental to the Company, promptly after the earlier of (A) the date that disclosure of the Event would not be detrimental to the Company and (B) 90 days after the date of the No-Sell Notice) use its commercially reasonable efforts to cause the Resale Registration Statement not to contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and (iii) give the Investor a notice (the "Sell Notice") when the Resale Registration Statement does not contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. The Investor shall keep the existence and contents of any No-Sell Notice confidential, and shall not sell any such Underlying Shares pursuant to the Resale Registration Statement after it has received a No-Sell Notice until it has received a subsequent Sell Notice. (c) In connection with the Resale Registration Statement, the Investor shall furnish to the Company such information as the Company shall reasonably request. (d) To the extent permitted by law, the Company will indemnify and hold harmless the Investor against any losses, claims, damages, expenses or liabilities (collectively, "Losses") to which the Investor may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other federal or state law, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof), arise out of or are based upon any of the following statements or omissions (each, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything contained in this Agreement to the contrary, the indemnity agreement contained above in this Section 5(d) shall not apply (i) to amounts paid in settlement of any such Loss, action or proceeding if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, or (ii) to any such Loss, action or proceeding arising out of or based upon a Violation (A) which occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement or (B) contained in a preliminary prospectus but not in the prospectus, as then amended or supplemented, if such prospectus was timely made available by the Company pursuant to Section 5(a)(iii). (e) To the extent permitted by law, the Investor will indemnify and hold harmless, to the same extent and in the same manner set forth in Section 5(d), the Company, each of its directors, each of its officers who have signed the Resale Registration Statement, each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, and any other stockholder selling securities pursuant to the Resale Registration Statement against any Losses, joint or several, to which any of them may become subject under the Securities Act, the Exchange Act, other federal or state law, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement. (f) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including any governmental action or proceeding), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel for the indemnifying party, representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. Notwithstanding anything to the contrary contained herein, the Company shall not be required pay for more than one legal counsel for all stockholders selling securities pursuant to the Resale Registration Statement, such legal counsel to be selected by the selling stockholders holding a majority in interest states of the securities being sold. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action or proceeding shall relieve such indemnifying party of any liability to the indemnified party under this Section 5 only to the extent such failure has been prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5. (g) To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under this Section 5 to the extent permitted by law; provided, however, that (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in this Section 5 and (ii) no seller of securities guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any seller of securities who was not guilty of such fraudulent misrepresentation. (h) The Company shall use its commercially reasonable efforts to register and qualify the Underlying Shares under such securities or blue sky laws of such jurisdictions in the United States as the Investor Holders thereof shall reasonably requests; provided, however, that request. All costs and expenses of such registration and related Blue-Sky filings shall be borne by the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5(h), (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause more than nominal expense or burden to the Company or (v) make any change in its Certificate of Incorporation or by-laws, which in each case the Board determines to be contrary to the best interests of the Company and its stockholdersCompany.

Registration of Underlying Shares. (a) The Company shallIssuer agrees that the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement registering the resale of the Underlying Shares (if any) (the “Registration Statement”) no later than fifteen (15) Business Days after the Closing Date (the “Filing Date”), and the Issuer shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the sixtieth (60th) calendar day after the filing thereof (or, in the event the Commission notifies the Issuer that it will “review” the Registration Statement, the ninetieth (90th) calendar day following the filing thereof) and (ii) the tenth (10th) Business Day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review ((i) and (ii) collectively, the “Effectiveness Deadline”); provided, that if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business. The Issuer will provide a draft of the Registration Statement to the Subscribers for review at least two (2) Business Days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Issuer be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Subscriber’s review. In no event shall any Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Commission or another regulatory agency; provided, that if the Commission or another regulatory agency requests that a Subscriber be identified as a statutory underwriter in the Registration Statement, such Subscriber will have the opportunity to withdraw from the Registration Statement upon its written request to the Issuer. Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Underlying Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Underlying Shares which is equal to the maximum number of Underlying Shares as is permitted by the Commission. In such event, the number of Underlying Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional Underlying Shares under Rule 415 under the Securities Act, the Issuer shall amend the Registration Statement or file a new Registration Statement to register such Underlying Shares not included in the Registration Statement and cause such amendment or Registration Statement to become effective as promptly as practicable. The Issuer agrees that, except for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, at its expense, (i) not later than January 15, 2002, file a registration statement on Form S-3 (the "Resale Registration Statement") to register under the Securities Act the resale by the Investor of the Underlying Shares, (ii) Issuer will use its commercially reasonable efforts to cause the Resale such Registration Statement to become remain continuously effective under with respect to the Securities Act on the earliest possible date Subscribers and to remain effective until two years from be supplemented and amended to the date hereof or extent necessary to ensure that such earlier date as the Investor owns no Shares or Underlying Shares, and (iii) after the Resale Registration Statement is declared effective under the Securities Actavailable or, furnish the Investor with such number of copies of the prospectus (the "Prospectus") included in the Resale Registration Statement as the Investor may reasonably request to facilitate if not available, that another registration statement is available for the resale of the Underlying Shares. (b) If at any time during the period Shares and ensure that the Resale applicable Registration Statement or any subsequent shelf registration statement is effective under the Securities Act an event (an "Event") shall have occurred that has caused the Prospectus to contain an untrue statement free of a material fact or to omit to state any material fact required to be stated therein misstatements or necessary to make omissions until the statements therein not misleading in light earliest of the circumstances under which they were made, the Company shall (i) give three (3) years from the Investor a notice (effective date of the "No-Sell Notice") that an Event has occurredRegistration Statement, (ii) promptly the date on which all of the Underlying Shares (orif any) shall have been sold, or (iii) the first date on which the Subscribers can sell all of their Underlying Shares (or shares received in exchange therefor) under Rule 144 without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for the Issuer to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if in applicable) (such period, the reasonable judgment “Registration Period”). Subject to receipt from the applicable Subscriber by the Issuer’s and the Issuer’s transfer agent of the Company disclosure of the Event would be detrimental customary representations and other documentation reasonably acceptable to the CompanyIssuer in connection therewith, promptly after a Subscriber may request that the earlier of (A) Issuer remove any legend from the date that disclosure of book entry position evidencing its Underlying Shares and the Event would not be detrimental to Issuer will, if required by the Company and (B) 90 days after the date of the No-Sell Notice) Issuer’s transfer agent, use its commercially reasonable efforts to cause an opinion of the Resale Registration Statement not Issuer’s counsel be provided, in a form reasonably acceptable to contain the Issuer’s transfer agent, to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, following the earliest of such time as the Underlying Shares (1) are subject to or have been or may be sold or transferred pursuant to an untrue statement of a material fact effective registration statement, (2) have been or may be sold pursuant to omit to state Rule 144, or (3) are eligible for resale under Rule 144(b)(1) or any material fact required successor provision without the requirement for the Issuer to be stated therein in compliance with the current public information requirement under Rule 144 and without volume or necessary manner-of-sale restrictions applicable to the sale or transfer of such Underlying Shares, or another exemption from registration. If restrictive legends are no longer required for the Underlying Shares pursuant to the foregoing, the Issuer shall, in accordance with the provisions of this Section and within five (5) trading days of any request therefor from a Subscriber accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Issuer’s transfer agent irrevocable instructions to make a new, unlegended entry in book-entry form or by electronic delivery through The Depository Trust Company for such Underlying Shares. The Issuer shall be responsible for the statements therein not misleading in light fees of its transfer agent, its legal counsel and all DTC fees associated with such issuance. From and after such time as the benefits of Rule 144 or any other similar rule or regulation of the circumstances Commission that may allow a Subscriber to sell securities of the Issuer to the public without registration are available to holders of the Class A Common Shares for so long as such Subscriber holds Underlying Shares, the Issuer shall, at its expense, make and keep public information available, as those terms are understood and defined in Rule 144; use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Issuer under which they were madethe Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144 to enable such Subscriber to sell the Underlying Shares (if any) under Rule 144 for so long as such Subscriber holds any Convertible Notes; and furnish to such Subscriber, promptly upon such Subscriber’s reasonable request, (i) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act, and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer, and (iii) give the Investor a notice (the "Sell Notice") when the Resale Registration Statement does not contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. The Investor shall keep the existence and contents of any No-Sell Notice confidential, and shall not sell any Underlying Shares pursuant to the Resale Registration Statement after it has received a No-Sell Notice until it has received a subsequent Sell Notice. (c) In connection with the Resale Registration Statement, the Investor shall furnish to the Company such other information as the Company shall may be reasonably request. (d) To the extent permitted by law, the Company will indemnify and hold harmless the Investor against any losses, claims, damages, expenses or liabilities (collectively, "Losses") requested to which the Investor may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other federal or state law, or otherwise, insofar as permit such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof), arise out of or are based upon any of the following statements or omissions (each, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission Subscriber to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything contained in this Agreement to the contrary, the indemnity agreement contained above in this Section 5(d) shall not apply (i) to amounts paid in settlement of any sell such Loss, action or proceeding if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, or (ii) to any such Loss, action or proceeding arising out of or based upon a Violation (A) which occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement or (B) contained in a preliminary prospectus but not in the prospectus, as then amended or supplemented, if such prospectus was timely made available by the Company pursuant to Section 5(a)(iii). (e) To the extent permitted by law, the Investor will indemnify and hold harmless, to the same extent and in the same manner set forth in Section 5(d), the Company, each of its directors, each of its officers who have signed the Resale Registration Statement, each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, and any other stockholder selling securities pursuant to the Resale Registration Statement against Rule 144 without registration. “Underlying Shares” shall be deemed to include, as of any Lossesdate of determination, joint any equity security issued or several, to which any of them may become subject under the Securities Act, the Exchange Act, other federal or state law, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in issuable with respect thereof) arise out of or are based upon any Violation, in each case to the extent Underlying Shares (and only if any) by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event. “Holder” shall mean a Subscriber or any affiliate of a Subscriber or any other person to whom the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement. (f) Promptly after receipt by an indemnified party rights under this Section 5 of notice shall have been assigned. The Issuer’s obligations to include the Underlying Shares in the Registration Statement are contingent upon a Subscriber furnishing in writing to the Issuer such information regarding such Subscriber, the securities of the commencement Issuer held by such Subscriber and the intended method of any action or proceeding (including any governmental action or proceeding), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5, deliver to the indemnifying party a written notice disposition of the commencement thereofUnderlying Shares as shall be reasonably requested by the Issuer to effect the registration of the Underlying Shares, and such Subscriber shall execute such documents in connection with such registration as the indemnifying party Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall have be entitled to postpone and suspend the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control effectiveness or use of the defense thereof with counsel reasonably satisfactory to the indemnified partyRegistration Statement as permitted hereunder; provided, however, that an indemnified party such Subscriber shall have the right to retain its own counsel, not in connection with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel for the indemnifying party, representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. Notwithstanding anything to the contrary contained herein, the Company shall not be required pay for more than one legal counsel for all stockholders selling securities pursuant to the Resale Registration Statement, such legal counsel to be selected by the selling stockholders holding a majority in interest of the securities being sold. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action or proceeding shall relieve such indemnifying party of any liability to the indemnified party under this Section 5 only to the extent such failure has been prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5. (g) To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under this Section 5 to the extent permitted by law; provided, however, that (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in this Section 5 and (ii) no seller of securities guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any seller of securities who was not guilty of such fraudulent misrepresentation. (h) The Company shall use its commercially reasonable efforts to register and qualify the Underlying Shares under such securities or blue sky laws of such jurisdictions in the United States as the Investor reasonably requests; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise foregoing be required to qualify but for execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Underlying Shares. In the case of the registration effected by the Issuer pursuant to this Section 5(h)Convertible Note Subscription Agreement, (ii) subject itself to general taxation in any such jurisdictionthe Issuer shall, (iii) file a general consent to service of process in any such jurisdictionupon reasonable request, (iv) provide any undertakings that cause more than nominal expense or burden inform the Subscribers as to the Company or (v) make any change in its Certificate status of Incorporation or by-laws, which in each case the Board determines to be contrary to the best interests of the Company and its stockholderssuch registration.

Registration of Underlying Shares. So long as any Debentures remain outstanding, the Company agrees not to file a Form 10 registration statement with the Securities Exchange Commission (athe "SEC"), without first having registered the issuance of the Debenture Underlying Shares under the Securities Act, and qualified such issuances in such states of the United States as the holders of the Debentures shall reasonably request. If the Company shall propose to file with the SEC any registration statement other than a Form 10 which would cause, or have the effect of causing, the Company to become subject to the reporting requirements of Section 13 or 15 (d) The of the Exchange Act (a "Reporting Issuer") or to take any other action the effect of which would be to cause the Underlying Shares to be issued upon conversion of any then outstanding Debentures to be restricted securities (as such term is defined in Rule 144 promulgated under the Securities Act), the Company shallagrees to give written notification of such to the Holders of the Debentures then outstanding at least two weeks prior to such filing or taking of the proposed action. If any Debentures are outstanding at the end of such notice period, at its expense, (i) not later than January 15, 2002, the Company agrees to file a registration statement on Form S-3 S-1 or SB-2, or such other form of registration statement in which the Debenture Underlying Shares may be included, and to include in such registration statement the Underlying Shares issuable upon conversion of any then outstanding Debentures so as to permit the public resale thereof. All costs and expenses of registration shall be borne by the Company. Notwithstanding the foregoing, if the Company for any reason shall become a Reporting Issuer, or shall have taken any action the effect of which would be to cause the Underlying Shares to be issued upon conversion of any then outstanding Debentures to be restricted securities (as such term is defined in Rule 144 promulgated under the "Resale Registration Statement"Securities Act), the Company agrees to immediately file with the SEC and cause to become effective a registration statement which would permit the public resale of such Underlying Shares in such states of the United States as the Holders thereof shall reasonably request. All costs and expenses of such registration shall be borne by the Company. If (but without any obligation to do so under this Agreement) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the resale by public offering of such securities solely for cash (other than a registration relating solely to the Investor sale of securities to participants in a Company stock plan, or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the issuance of the Underlying Shares, (ii) use its commercially reasonable efforts or a registration of an offering of securities, the underwriter of which objects to cause registration of additional securities), the Resale Registration Statement to become effective under Company shall, at such time, promptly give each Holder of Debentures or Warrants written notice of such registration. Upon the Securities Act on written request of each Holder of Debentures or Warrants given within twenty days after mailing of such notice by the earliest possible date and to remain effective until two years from the date hereof or such earlier date as the Investor owns no Shares or Underlying Shares, and (iii) after the Resale Registration Statement is declared effective under the Securities Act, furnish the Investor with such number of copies of the prospectus (the "Prospectus") included in the Resale Registration Statement as the Investor may reasonably request to facilitate the resale of the Underlying Shares. (b) If at any time during the period that the Resale Registration Statement is effective under the Securities Act an event (an "Event") shall have occurred that has caused the Prospectus to contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were madeCompany, the Company shall (i) give the Investor a notice (the "No-Sell Notice") that an Event has occurred, (ii) promptly (or, if in the reasonable judgment of the Company disclosure of the Event would be detrimental to the Company, promptly after the earlier of (A) the date that disclosure of the Event would not be detrimental to the Company and (B) 90 days after the date of the No-Sell Notice) use its commercially reasonable efforts to cause the Resale Registration Statement not to contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein registered under such registration statement such issuances of Common Stock upon conversion of Debentures or necessary to make the statements therein not misleading in light exercise of the circumstances under which they were made, and (iii) give the Investor a notice (the "Sell Notice") when the Resale Registration Statement does not contain an untrue statement of a material fact or to omit to state any material fact required Warrants as each such Holder has requested to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. The Investor shall keep the existence and contents of any No-Sell Notice confidential, and shall not sell any Underlying Shares pursuant to the Resale Registration Statement after it has received a No-Sell Notice until it has received a subsequent Sell Noticeregistered. (c) In connection with the Resale Registration Statement, the Investor shall furnish to the Company such information as the Company shall reasonably request. (d) To the extent permitted by law, the Company will indemnify and hold harmless the Investor against any losses, claims, damages, expenses or liabilities (collectively, "Losses") to which the Investor may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other federal or state law, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof), arise out of or are based upon any of the following statements or omissions (each, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Notwithstanding anything contained in this Agreement to the contrary, the indemnity agreement contained above in this Section 5(d) shall not apply (i) to amounts paid in settlement of any such Loss, action or proceeding if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, or (ii) to any such Loss, action or proceeding arising out of or based upon a Violation (A) which occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement or (B) contained in a preliminary prospectus but not in the prospectus, as then amended or supplemented, if such prospectus was timely made available by the Company pursuant to Section 5(a)(iii). (e) To the extent permitted by law, the Investor will indemnify and hold harmless, to the same extent and in the same manner set forth in Section 5(d), the Company, each of its directors, each of its officers who have signed the Resale Registration Statement, each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, and any other stockholder selling securities pursuant to the Resale Registration Statement against any Losses, joint or several, to which any of them may become subject under the Securities Act, the Exchange Act, other federal or state law, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement. (f) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including any governmental action or proceeding), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel for the indemnifying party, representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. Notwithstanding anything to the contrary contained herein, the Company shall not be required pay for more than one legal counsel for all stockholders selling securities pursuant to the Resale Registration Statement, such legal counsel to be selected by the selling stockholders holding a majority in interest of the securities being sold. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action or proceeding shall relieve such indemnifying party of any liability to the indemnified party under this Section 5 only to the extent such failure has been prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5. (g) To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under this Section 5 to the extent permitted by law; provided, however, that (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in this Section 5 and (ii) no seller of securities guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any seller of securities who was not guilty of such fraudulent misrepresentation. (h) The Company shall use its commercially reasonable efforts to register and qualify the Underlying Shares under such securities or blue sky laws of such jurisdictions in the United States as the Investor reasonably requests; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5(h), (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause more than nominal expense or burden to the Company or (v) make any change in its Certificate of Incorporation or by-laws, which in each case the Board determines to be contrary to the best interests of the Company and its stockholders.

Registration of Underlying Shares. (a) The Company shallagrees that, within thirty (30) calendar days following the Closing Date, the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Underlying Shares (if any) (the “Registration Statement”), and the Company shall use its expensecommercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than seventy-five (75) calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred five (105) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall have the Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) not later than January 15if the Effectiveness Deadline falls on a Saturday, 2002Sunday or other day that the Commission is closed for business, file the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a registration statement on Form S-3 government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Upon Subscriber’s timely request, the Company shall provide a draft of the Registration Statement to Subscriber at least two (2) Business Days in advance of the date of filing the Registration Statement with the Commission (the "Resale “Filing Date”). Unless otherwise agreed to in writing by Subscriber prior to the filing of the Registration Statement", Subscriber shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Underlying Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Underlying Shares which is equal to the maximum number of Underlying Shares as is permitted by the Commission. In such event, the number of Underlying Shares or other shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional Underlying Shares under Rule 415 under the Securities Act, the Company shall amend the Registration Statement or file one or more new Registration Statement(s) (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register under such additional Underlying Shares and cause such amendment or Registration Statement(s) to become effective as promptly as practicable after the Securities Act filing thereof, but in any event no later than thirty (30) calendar days after the resale filing of such Registration Statement (the “Additional Effectiveness Deadline”); provided, that the Additional Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after the filing of such Registration Statement if such Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have such Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Investor staff of the Underlying SharesCommission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 5. (b) The Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, the Company will use its commercially reasonable efforts to cause the Resale such Registration Statement to become effective under the Securities Act on the earliest possible date and to remain effective until two years from the date hereof or with respect to Subscriber, including to prepare and file any post-effective amendment to such earlier date as the Investor owns no Shares or Underlying Shares, and (iii) after the Resale Registration Statement is declared effective under or a supplement to the Securities Act, furnish the Investor with related prospectus such number of copies of that the prospectus (the "Prospectus") included in the Resale Registration Statement as the Investor may reasonably request to facilitate the resale of the Underlying Shares. (b) If at will not include any time during the period that the Resale Registration Statement is effective under the Securities Act an event (an "Event") shall have occurred that has caused the Prospectus to contain an untrue statement of or a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made, not misleading, until the Company shall earliest to occur of (i) give two (2) years from the Investor a notice (effective date of the "No-Sell Notice") that an Event has occurredRegistration Statement, (ii) promptly the date on which Subscriber ceases to hold any Subscribed Notes or Underlying Shares (orif any) issued pursuant to this Convertible Note Subscription Agreement and (iii) the first date on which Subscriber can sell all of its Underlying Shares (if any) issued upon conversion of the Convertible Notes issued pursuant to this Convertible Note Subscription Agreement (or shares received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if in applicable) (the reasonable judgment earliest of clauses (i), (ii), and (iii), the “End Date”). Prior to the End Date, the Company disclosure will use commercially reasonable efforts to obtain the withdrawal of any order suspending the Event would be detrimental effectiveness of any Registration Statement as soon as reasonably practicable; file all reports, and provide all customary and reasonable cooperation, necessary to enable Subscriber to resell the Underlying Shares (if any) pursuant to the Registration Statement; qualify the Underlying Shares (if any) for listing on the applicable stock exchange on which the Company, promptly after ’s Class A Shares are then listed and update or amend the earlier of Registration Statement as necessary to include the Underlying Shares (A) the date that disclosure of the Event would not be detrimental to the if any). The Company and (B) 90 days after the date of the No-Sell Notice) will use its commercially reasonable efforts to (A) for so long as Subscriber holds Subscribed Notes or Underlying Shares (if any), make and keep public information available (as those terms are understood and defined in Rule 144) and file with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act so long as the Company remains subject to such requirements to enable Subscriber to resell the Underlying Shares (if any) pursuant to Rule 144, (B) at the reasonable request of Subscriber, deliver all the necessary documentation to cause the Resale Company’s Trustee to remove all restrictive legends from any Underlying Shares (if any) being sold under the Registration Statement or pursuant to Rule 144 at the time of sale the Underlying Shares (if any), or that may be sold by Subscriber without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions, and (C) cause its legal counsel to deliver to the Trustee the necessary legal opinions required by the Trustee, if any, in connection with the instruction under clause (B) upon the receipt of Subscriber representation letters and such other customary supporting documentation as requested by (and in a form reasonably acceptable to) such counsel. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of the Underlying Shares (if any) to the Company (or its successor) upon reasonable request to assist the Company in making the determination described above. (c) The Company’s obligations to include the Underlying Shares (if any) in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company a completed selling stockholder questionnaire in customary form that contains such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of the Underlying Shares (if any) as shall be reasonably requested by the Company to effect the registration of the Underlying Shares (if any), and Subscriber shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations; provided, that the Company shall request such information from Subscriber, including the selling stockholder questionnaire, at least five (5) Business Days prior to the anticipated Filing Date. In the case of the registration effected by the Company pursuant to this Convertible Note Subscription Agreement, the Company shall, upon reasonable request, inform Subscriber as to the status of such registration. Subscriber shall not be entitled to use the Registration Statement for an underwritten offering of the Underlying Shares (if any). Notwithstanding anything to the contrary contained herein, the Company may delay or postpone filing of such Registration Statement, and from time to time require Subscriber not to sell under the Registration Statement or suspend the use or effectiveness of any such Registration Statement if (A) it determines in good faith that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, (B) such filing or use would reasonably be expected to materially affect a bona fide business or financing transaction of the Company or would reasonably be expected to require premature disclosure of information that would materially adversely affect the Company, (C) in the good faith judgment of the majority of the members of the Company’s board of directors, such filing or effectiveness or use of such Registration Statement would be seriously detrimental to the Company, (D) the majority of the board determines to delay the filing or initial effectiveness of, or suspend use of, a Registration Statement and such delay or suspension arises out of, or is a result of, or is related to or is in connection with the SEC Guidance or future Commission guidance directed at special purpose acquisition companies, or any related disclosure or related matters, (E) it determines during any customary blackout or similar period or as permitted hereunder, or (F) necessary in connection with the preparation and filing of a post-effective amendment to the Registration Statement following the filing of the Company’s Annual Report on Form 10-K for its first completed fiscal year following the effective date of the Registration Statement (each such circumstance, a “Suspension Event”); provided, that, (w) the Company shall not so delay filing or so suspend the use of the Registration Statement for a period of more than sixty (60) consecutive days or more than two (2) times in any three hundred sixty (360) day period and (x) the Company shall use commercially reasonable efforts to make such registration statement available for the sale by Subscriber of such securities as soon as practicable thereafter. (d) Upon receipt of any written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of (i) an issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose, which notice shall be given no later than three (3) Business Days from the date of such event, (ii) any Suspension Event during the period that the Registration Statement is effective, which notice shall be given no later than three (3) Business Days from the date of such Suspension Event, or (iii) or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or to omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and (iii) give the Investor a notice (the "Sell Notice") when the Resale Registration Statement does not contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. The Investor shall keep the existence and contents of any No-Sell Notice confidential, and shall not sell any Underlying Shares pursuant to the Resale Registration Statement after it has received a No-Sell Notice until it has received a subsequent Sell Notice. (c) In connection with the Resale Registration Statement, the Investor shall furnish to the Company such information as the Company shall reasonably request. (d) To the extent permitted by law, the Company will indemnify and hold harmless the Investor against any losses, claims, damages, expenses or liabilities (collectively, "Losses") to which the Investor may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other federal or state law, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof), arise out of or are based upon any of the following statements or omissions (each, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, made (in the case of the prospectus) not misleading. Notwithstanding anything contained in this Agreement , Subscriber agrees that (1) it will immediately discontinue offers and sales of the Underlying Shares (if any) under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which the contrary, Company agrees to promptly prepare) that corrects the indemnity agreement contained misstatement(s) or omission(s) referred to above in this Section 5(dand receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (2) shall not apply (i) to amounts paid in settlement it will maintain the confidentiality of any information included in such Losswritten notice delivered by the Company unless otherwise required by law, action subpoena or proceeding if such settlement is effected without the prior written consent of regulatory request or requirement. If so directed by the Company, which consent shall not be unreasonably withheld, or (ii) to any such Loss, action or proceeding arising out of or based upon a Violation (A) which occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement or (B) contained in a preliminary prospectus but not in the prospectus, as then amended or supplemented, if such prospectus was timely made available by the Company pursuant to Section 5(a)(iii). (e) To the extent permitted by law, the Investor Subscriber will indemnify and hold harmless, to the same extent and in the same manner set forth in Section 5(d), the Company, each of its directors, each of its officers who have signed the Resale Registration Statement, each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, and any other stockholder selling securities pursuant to the Resale Registration Statement against any Losses, joint or several, to which any of them may become subject under the Securities Act, the Exchange Act, other federal or state law, or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with the Resale Registration Statement. (f) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including any governmental action or proceeding), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5, deliver to the indemnifying party a written notice Company or, in Subscriber’s sole discretion destroy, all copies of the commencement thereof, and prospectus covering the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel reasonably satisfactory to the indemnified partyUnderlying Shares (if any) in Subscriber’s possession; provided, however, that an indemnified party this obligation to deliver or destroy all copies of the prospectus covering the Underlying Shares (if any) shall have not apply (w) to the right extent Subscriber is required to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel for the indemnifying party, representation a copy of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due prospectus (A) in order to actual comply with applicable legal, regulatory, self-regulatory or potential differing interests between such indemnified party and any other party represented by such counsel professional requirements or (B) in such proceeding. Notwithstanding anything accordance with a bona fide pre-existing document retention policy or (x) to the contrary contained herein, the Company shall not be required pay for more than one legal counsel for all stockholders selling securities pursuant to the Resale Registration Statement, such legal counsel to be selected by the selling stockholders holding copies stored electronically on archival servers as a majority in interest result of the securities being sold. The failure to automatic data back-up. (e) Subscriber may deliver written notice (an “Opt-Out Notice”) to the indemnifying party within a reasonable time of Company requesting that Subscriber not receive notices from the commencement of any such action or proceeding shall relieve such indemnifying party of any liability to the indemnified party under this Section 5 only to the extent such failure has been prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party Company otherwise than under required by this Section 5. (g) To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under this Section 5 to the extent permitted by law; provided, however, that Subscriber may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) the Company shall not deliver any such notices to Subscriber and Subscriber shall no contribution shall longer be made under circumstances where entitled to the maker would not have been liable for indemnification under the fault standards set forth in this Section 5 rights associated with any such notice and (ii) no seller each time prior to Subscriber’s intended use of securities guilty an effective Registration Statement, Subscriber will notify the Company in writing at least two (2) business days in advance of fraudulent misrepresentation such intended use, and if a notice of a Suspension Event was previously delivered (or would have been delivered but for the provisions of this Section 5(e)) and the related suspension period remains in effect, the Company will so notify Subscriber, within one (1) business day of Subscriber’s notification to the meaning Company, by delivering to Subscriber a copy of Section 11 such previous notice of Suspension Event, and thereafter will provide Subscriber with the related notice of the Securities Act) shall be entitled to contribution from any seller of securities who was not guilty conclusion of such fraudulent misrepresentationSuspension Event or other event immediately upon its availability. (hf) The Company For purposes of this Section 5 of this Convertible Note Subscription Agreement, (i) “Underlying Shares” shall use its commercially reasonable efforts be deemed to register and qualify include, as of any date of determination, any equity security issued or issuable with respect to the Underlying Shares under such securities (if any) by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or blue sky laws of such jurisdictions in the United States as the Investor reasonably requests; providedsimilar events, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5(h), and (ii) subject itself “Subscriber” shall include any person to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause more than nominal expense or burden to which the Company or (v) make any change in its Certificate of Incorporation or by-laws, which in each case the Board determines to be contrary to the best interests of the Company and its stockholdersrights under this Section 5 shall have been duly assigned.