Common use of Registration Procedures and Expenses Clause in Contracts

Registration Procedures and Expenses. (a) The Company shall: (i) subject to receipt of necessary information from each of the Investors, prepare and file with the SEC, as soon as practicable after the Second Closing Date and in no event later than five (5) Business Days following the Second Closing Date, or, if the Second Closing Date shall not occur, as soon as practicable after the first date on which an Investor exchanges all or any portion of such Investor’s Exchangeable Note pursuant to Section 5.5(b) of the Agreement and in no event later than five (5) Business Days following such date, a registration statement on Form S-3 (the “Registration Statement”) to enable the resale of the Second Closing Shares by each of the Investors from time to time through the automated quotation system of the Nasdaq Stock Market or in privately-negotiated transactions; (ii) (A) use its reasonable best efforts, subject to receipt of necessary information from each of the Investors, to cause the Registration Statement to become effective in no event later than sixty (60) days after the Registration Statement is filed by the Company, and (B) within five (5) Business Days after the receipt of a no review letter from the SEC, take all appropriate measures necessary to cause the Registration Statement to become effective; (iii) use its reasonable best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus which forms a part thereof (the “Prospectus”) as may be necessary to keep the Registration Statement current and effective for a period not exceeding, with respect to the Investors’ Second Closing Shares, the earlier of (i) the date on which, in the opinion of counsel to the Company, each of the Investors may sell all Second Closing Shares then held by it in any 90-day period pursuant to Rule 144 under the Securities Act (without restriction by the volume limitations of Rule 144(e)) or (ii) such time as all Second Closing Shares purchased by the Investors have been sold pursuant to a registration statement under the Securities Act or pursuant to Rule 144; (iv) furnish to each of the Investors with respect to the Second Closing Shares registered under the Registration Statement such number of copies of the Registration Statement, Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC (“Preliminary Prospectuses”) in conformity with the requirements of the Securities Act and such other documents as such Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Second Closing Shares by such Investor, provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to any Investor shall be subject to the receipt by the Company of reasonable assurances from such Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; (v) file documents required of the Company for normal blue sky clearance in states reasonably specified in writing by any Investor prior to the effectiveness of the Registration Statement, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vi) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph (i) through (v) of this Section 1 and the registration of the Second Closing Shares pursuant to the Registration Statement, including without limitation (a) registration and filing fees with the SEC, (b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of Company counsel in connection with blue sky qualifications of the Second Closing Shares), (c) printing expenses, (d) fees and expenses incurred in connection with the listing of the Second Closing Shares, (e) fees and expenses of counsel and independent certified public accountants for the Company (including the expenses of any comfort letters), (f) the fees and expenses of any additional experts retained by the Company in connection with such registration, (g) fees and expenses in connection with any review of underwriting arrangements by the NASD Inc., including fees and expenses of any “qualified independent underwriter,” (h) internal Company expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), and (i) all reasonable fees and disbursements of one counsel for the Investors in connection with such registration; and (vii) advise each of the Investors, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. (b) With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors to sell Second Closing Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as, in the opinion of counsel to the Company, all of the Investors’ Second Closing Shares may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investors’ Second Closing Shares shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to each Investor upon request, as long as such Investor owns any Second Closing Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-KSB or Quarterly Report on Form 10-QSB, and (C) such other information as may be reasonably requested in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Second Closing Shares without registration. (c) With respect to any Investor, it shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 that such Investor shall furnish to the Company such information regarding itself, the Second Closing Shares to be sold by such Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Second Closing Shares. (d) Notwithstanding anything to the contrary herein, the Registration Statement shall cover only the Second Closing Shares. In no event at any time before the Registration Statement becomes effective with respect to the Second Closing Shares shall the Company publicly announce or file any other registration statement, other than a registration statement on Form S-8 relating solely to employee benefit plans, without the prior written consent of each of the Investors. (e) The Company understands that each of the Investors disclaims being an underwriter, but any Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder.

Registration Procedures and Expenses. (a) The Company shall: (ia) subject to receipt of necessary information from each of the Investors, prepare and file with the SEC, as soon as practicable after the Second Closing Date and practicable, but in no event later than five thirty (530) Business Days following days after the Second Closing Date, or, if the Second Closing Date shall not occur, as soon as practicable after the first date on which an Investor exchanges all or any portion of such Investor’s Exchangeable Note pursuant to Section 5.5(b) of the Agreement and in no event later than five (5) Business Days following such date, a registration statement on Form S-3 (the “Registration Statement”) to enable the resale of the Second Closing Shares and the Warrant Shares by each of the Investors from time to time through the automated quotation system of the Nasdaq Stock SmallCap Market or in privately-negotiated transactions; (ii) (Ab) use its reasonable best efforts, subject to receipt of necessary information from each of the Investors, to cause the Registration Statement to become effective as soon as practicable, but in no event later than sixty ninety (6090) days after the Registration Statement is filed by the Company, and (B) within five (5) Business Days after the receipt of a no review letter from the SEC, take all appropriate measures necessary to cause Closing. If the Registration Statement has not been declared effective by the SEC on or before the date that is 90 days after the Closing Date, the Company shall, on the 121st day after the Closing Date and each 30th day thereafter, pay to become effectivethe Investor an amount in cash equal to 1% of the aggregate purchase price of the common stock purchased by such Investor. Any such amounts due pursuant to this Section 6.1(b) shall be pro rated for periods of less than 30 days; (iiic) use its reasonable best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus which forms a part thereof (the “Prospectus”) Prospectus used in connection therewith as may be necessary to keep the Registration Statement current and effective for a period not exceeding, with respect to the Investors’ Second Closing Shareseach Investor’s Shares purchased hereunder, the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which, in which the opinion of counsel to the Company, each of the Investors Investor may sell all Second Closing Shares then held by it in any 90-day period pursuant to Rule 144 under the Securities Act (Investor without restriction by the volume limitations of Rule 144(e)) of the Securities Act or (iiiii) such time as all Second Closing Shares purchased by the Investors such Investor in this Offering have been sold pursuant to a registration statement under the Securities Act or pursuant to Rule 144statement; (ivd) furnish to each of the Investors Investor with respect to the Second Closing Shares and Warrant Shares registered under the Registration Statement (i) one copy of the Prospectus within two days after the Registration Statement is declared effective by the SEC and (ii) such number of copies of the Registration Statement, Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC Securities Exchange Commission (“Preliminary Prospectuses”) in conformity with the requirements of the Securities Act and such other documents as such the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Second Closing Shares and Warrant Shares by such the Investor, provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to any the Investor shall be subject to the receipt by the Company of reasonable assurances from such the Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; (ve) file documents required of the Company for normal blue sky clearance in all states reasonably specified in writing by any Investor prior to the effectiveness of the Registration Statement, requiring blue sky clearance; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vif) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph (ia) through (ve) of this Section 1 6.1 and the registration of the Second Closing Shares and Warrant Shares pursuant to the Registration Statement, including without limitation (a) registration and filing fees with the SEC, (b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of Company counsel in connection with blue sky qualifications of the Second Closing Shares), (c) printing expenses, (d) fees and expenses incurred in connection with the listing of the Second Closing Shares, (e) fees and expenses of counsel and independent certified public accountants for the Company (including the expenses of any comfort letters), (f) the fees and expenses of any additional experts retained by the Company in connection with such registration, (g) fees and expenses in connection with any review of underwriting arrangements by the NASD Inc., including fees and expenses of any “qualified independent underwriter,” (h) internal Company expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), and (i) all reasonable fees and disbursements of one counsel for the Investors in connection with such registration; and (viig) advise each of the Investors, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. (b) . With a view to making available to the Investors Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors Investor to sell Second Closing Shares Securities to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as, in the opinion of counsel to the Company, as all of the Investors’ Second Closing Shares Investor’s Securities may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investors’ Second Closing Shares Investor’s Securities shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to each the Investor upon request, as long as such the Investor owns any Second Closing Shares or Warrant Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-KSB K or Quarterly Report on Form 10-QSBQ, and (C) such other information as may be reasonably requested in order to avail such the Investor of any rule or regulation of the SEC that permits the selling of any such Second Closing Shares or Warrant Shares without registration. (c) With respect to any Investor, it . It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 6.1 that such the Investor shall furnish to the Company such information regarding itself, the Second Closing Shares Securities to be sold by such Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Second Closing Shares. (d) Notwithstanding anything to the contrary herein, the Registration Statement shall cover only the Second Closing SharesSecurities. In no event at any time before the Registration Statement becomes effective with respect to the Second Closing Shares shall the Company publicly announce or file any other registration statement, other than a registration statement on Form S-8 relating solely to employee benefit plans, without the prior written consent of each of the Investors. (e) The Company understands that each of the Investors Investor disclaims being an underwriter, but any the Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder.

Registration Procedures and Expenses. (a) The Company shall: (ia) subject to receipt of necessary information from each of the Investors, prepare and file with the SEC, as soon as practicable after the Second Closing Date and practicable, but in no event later than five thirty (530) Business Days following days after the Second Closing Date, or, if the Second Closing Date shall not occur, as soon as practicable after the first date on which an Investor exchanges all or any portion of such Investor’s Exchangeable Note pursuant to Section 5.5(b) of the Agreement and in no event later than five (5) Business Days following such date, a registration statement on Form S-3 (or in the “event that the Company is unable to use Form S-3, then on Form S-1) (the "Registration Statement”") to enable the resale of the Second Closing Shares by each of the Investors from time to time through the automated quotation system of the Nasdaq Stock Market or in privately-negotiated transactions; (ii) (Ab) use its reasonable best efforts, subject to receipt of necessary information from each of the Investors, to cause the Registration Statement to become effective as soon as practicable, but in no event later than sixty ninety (6090) days after the Registration Statement is filed by the Company. Notwithstanding the foregoing, and (B) within five (5) Business Days after the receipt of a no review letter from the SEC, take all appropriate measures necessary to cause if the Registration Statement is not declared effective by July 15, 2000 (the "Final Effectiveness Date") and does not remain effective for thirty (30) continuous days thereafter, the Investor shall be entitled to become effective;a stock dividend in the amount of two percent (2%) of the Shares purchased by such Investor hereunder, provided that an additional stock dividend in the amount of one and one-half percent (1.5%) of the Shares purchased hereunder shall be made at each of the first two three-month anniversaries of the Final Effective Date if the Registration Statement has not been declared effective and remained effective for thirty (30) continuous days from the date of the first effectiveness as of such three month anniversaries; provided further that any such stock dividend shall not exceed in the aggregate five percent (5%). (iiic) use its reasonable best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus which forms a part thereof (the “Prospectus”) Prospectus used in connection therewith as may be necessary to keep the Registration Statement current and effective for a period not exceeding, with respect to the Investors’ Second Closing Shareseach Investor's Shares purchased hereunder, the earlier earliest of (i) the second anniversary of the Closing Date, (ii) the date on which, in which the opinion of counsel to the Company, each of the Investors Investor may sell all Second Closing Shares then held by it in any 90-day period pursuant to Rule 144 under the Securities Act (Investor without restriction by the volume limitations of Rule 144(e)) of the Securities Act or (iiiii) such time as all Second Closing Shares purchased by the Investors such Investor in this Offering have been sold pursuant to a registration statement under the Securities Act or pursuant to Rule 144;statement. (ivd) furnish to each of the Investors Placement Agent and to the Investor with respect to the Second Closing Shares registered under the Registration Statement such number of copies of the Registration Statement, Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC (“Preliminary Prospectuses”) Prospectuses in conformity with the requirements of the Securities Act and such other documents as such the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Second Closing Shares by such the Investor, provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to any the Investor shall be subject to the receipt by the Company of reasonable assurances from such the Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; (ve) file documents required of the Company for normal blue sky clearance in states reasonably specified in writing by any Investor prior to the effectiveness of the Registration StatementInvestor, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vif) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph (ia) through (ve) of this Section 1 7.1 and the registration of the Second Closing Shares pursuant to the Registration Statement, including without limitation (a) registration other than fees and filing fees with expenses, if any, of counsel or other advisors to the SECInvestors, (b) provided, however, that the Company shall pay the reasonable fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements one firm of Company counsel in connection with blue sky qualifications of the Second Closing Shares), (c) printing expenses, (d) fees and expenses incurred in connection with the listing of the Second Closing Shares, (e) fees and expenses of counsel and independent certified public accountants for the Company (including the expenses of any comfort letters), (f) the fees and expenses of any additional experts retained by the Company in connection with such registration, (g) fees and expenses in connection with any review of underwriting arrangements by the NASD Inc., including fees and expenses of any “qualified independent underwriter,” (h) internal Company expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), and (i) all reasonable fees and disbursements of one counsel attorneys for the Investors in connection with such registrationas a group, or underwriting discounts, brokerage fees and commissions incurred by the Investors, if any; and (viig) advise each of the Investors, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. (bh) With with a view to making available to the Investors Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors Investor to sell Second Closing Shares to the public without registration, the Company covenants and agrees to: and (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as, in the opinion of counsel to the Company, as all of the Investors’ Second Closing Investor's Shares may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investors’ Second Closing Investor's Shares shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to each the Investor upon request, as long as such the Investor owns any Second Closing Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s 's most recent Annual Report on Form 10-KSB K or Quarterly Report on Form 10-QSBQ, and (C) such other information as may be reasonably requested in order to avail such the Investor of any rule or regulation of the SEC that permits the selling of any such Second Closing Shares without registration. (c) With respect to any Investor, it . It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 7.1 that such the Investor shall furnish to the Company such information regarding itself, the Second Closing Shares to be sold by such Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Second Closing Shares. (d) Notwithstanding anything to the contrary herein, the Registration Statement shall cover only the Second Closing Shares. In no event at any time before the Registration Statement becomes effective with respect to the Second Closing Shares shall the Company publicly announce or file any other registration statement, other than a registration statement on Form S-8 relating solely to employee benefit plans, without the prior written consent of each of the Investors. (e) The Company understands that each of the Investors Investor disclaims being an underwriter, but any the Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder, provided, however, that if the Company receives notification from the SEC that the Investor is deemed an underwriter, then the period by which the Company is obligated to submit an acceleration request to the SEC shall be extended to the earlier of (i) the 90th day after such SEC notification, or (ii) 120 days after the initial filing of the Registration Statement with the SEC.

Registration Procedures and Expenses. (a) The Company shall: (i) subject to receipt of necessary information from each of the Investors, prepare and file with the SEC, as soon as practicable after the Second Closing Date and practicable, but in no event later than five (5) Business Days following 15 business days after the Second Closing Date, or, if the Second Closing Date shall not occur, as soon as practicable after the first date on which an Investor exchanges all or any portion of such Investor’s Exchangeable Note pursuant to Section 5.5(b) of the Agreement and in no event later than five (5) Business Days following such date, a registration statement on Form S-3 (or in the “event that the Company is unable to use Form S-3, then on Form S-1) (the "Registration Statement”") to enable the resale of the Second Closing Shares by each of the Investors from time to time through the automated quotation system of the Nasdaq Stock Market NYSE or in privately-negotiated transactionsaccordance with other methods of distribution described in the Registration Statement, elected by the Investor; (ii) (A) use its reasonable best efforts, subject to receipt of necessary information from each of the Investors, to cause the Registration Statement to become effective as soon as practicable; provided, however, if the SEC reviews the Registration Statement and provides written or verbal comments thereto, the Company shall use its best efforts to cause the Registration Statement to become effective as soon as practicable, but in no event later than sixty (60) 90 days after the Registration Statement is filed by the Company; provided, and (B) within five (5) Business Days after further that, if the receipt of SEC notifies the Company that the Registration Statement will not receive a no review letter from or will not require any amendments to the SECinformation contained therein, take all appropriate measures necessary the Company shall use its best efforts to cause the Registration Statement to become effective by the later of 30 days from the date the Registration was filed or 5 business days from the date of such notice from the SEC. If the Registration Statement is not declared effective within ninety (90) days of Closing Date, then each Investor may elect to receive, at the Investor's discretion, from the Company either: (i) an aggregate number of shares of Common Stock equal to 1% of the number of Shares purchased by such Investor hereunder (pro rata in accordance with their initial purchase under this Agreement), for each month (and pro rated for any partial month) after such ninety (90) days that the Registration Statement is not declared effective, up to a maximum aggregate amount of 5% of the Shares purchased by such Investor hereunder or (ii) a fee, as liquidated damages and not as a penalty, equal to 0.0833% of the purchase price paid by such Investor for the Shares set forth on the Signature Page for each day after such ninety (90) days the Registration Statement is not declared effective; (iii) use its reasonable best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus which forms a part thereof (the “Prospectus”) Prospectus used in connection therewith as may be necessary to keep the Registration Statement current and effective continuously effective, subject to Section 7.2, and shall otherwise comply with the provisions of the Securities Act with respect to the registration of the Shares covered by the Registration Statement, for a period not exceeding, with respect to the Investors’ Second Closing Shareseach Investor's Shares purchased hereunder, the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which, in which the opinion of counsel to the Company, each of the Investors Investor may sell all Second Closing Shares then held by it in any 90-day period the Investor pursuant to Rule 144 under 144(k) of the Securities Act (without restriction by the volume limitations of Rule 144(e)) or (iiiii) such time as all Second Closing Shares purchased by the Investors such Investor in this Offering have been sold pursuant to a registration statement under the Securities Act or pursuant to Rule 144statement; (iv) furnish to each of the Investors Placement Agent and to the Investor with respect to the Second Closing Shares registered under the Registration Statement such number of copies of the Registration Statement, Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC (“Preliminary Prospectuses”) , and each amendment and supplement thereto, in conformity with the requirements of the Securities Act and such other documents as such the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Second Closing Shares by such the Investor, provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to any Investor shall be subject to the receipt by the Company of reasonable assurances from such Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; (v) file documents required use best efforts to register and qualify the Shares covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably appropriate in the opinion of the Company for normal blue sky clearance in states and the managing underwriters, if any, or if reasonably specified in writing requested by any Investor prior to the effectiveness of the Registration Statement, provided, however, Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; and provided further that (notwithstanding anything in this Agreement to the contrary with respect to the bearing of expenses) if any jurisdiction in which it is not now so any of such Shares shall be qualified or has not so consentedshall require that expenses incurred in connection with the qualification therein of any such Shares be borne by the selling Investors, then the selling Investors shall, to the extent required by such jurisdiction, pay their pro rata share of such qualification expenses; (vi) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph (i) through (v) of this Section 1 7.1(a) and the registration of the Second Closing Shares pursuant to the Registration Statement, including without limitation (a) registration and filing fees with the SEC, (b) other than fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of Company counsel in connection with blue sky qualifications of the Second Closing Shares), (c) printing expenses, (d) fees and expenses incurred in connection with the listing of the Second Closing Sharesif any, (e) fees and expenses of counsel or other advisors to the Investors or underwriting discounts, brokerage frees and independent certified public accountants for the Company (including the expenses of any comfort letters), (f) the fees and expenses of any additional experts retained commissions incurred by the Company in connection with such registrationInvestors, (g) fees and expenses in connection with any review of underwriting arrangements by the NASD Inc., including fees and expenses of any “qualified independent underwriter,” (h) internal Company expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), and (i) all reasonable fees and disbursements of one counsel for the Investors in connection with such registration; andif any; (vii) advise each of the InvestorsInvestors in writing, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; (viii) cause all such Shares registered pursuant to this Agreement to be listed on each securities exchange on which similar securities issued by the Company are then listed, if the listing of such Shares is then permitted under the rules of such exchange, or if no similar securities are then so listed, to cause all such Shares to be listed on a national securities exchange, and promptly furnish to the NYSE and any other such exchange the Prospectus, including any supplements and amendments thereto, if required under Rule 153 of the Securities Act; (ix) provide a transfer agent and registrar for all Shares registered pursuant to this Agreement and a CUSIP number for all such Shares, in each case not later than the effective date of such registration and use best efforts to cause the transfer agent to remove restrictive legends on the securities covered by such registration; (x) notify the Investor of the effectiveness of the Registration Statement or any post-effective amendment on the date such Registration Statement or post-effective amendment becomes effective; (xi) cooperate with the Investor to facilitate the timely preparation and delivery of certificates representing the Shares to be sold and not bearing, unless required by law, any restrictive legends if sold under the Registration Statement; and (xii) permit counsel to each of the Investors an opportunity to review the Registration Statement and all amendments and supplements thereto prior to their filing with the SEC. The sections of any such Registration Statement with respect to the Investor, the Investor's beneficial ownership of securities of the Company or the Investor's intended method of disposition of the Shares shall contain the information provided to the Company by the Investor. (b) With a view to making available to the Investors Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors Investor to sell Second Closing Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as, in the opinion of counsel to the Company, as all of the Investors’ Second Closing Investor's Shares may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investors’ Second Closing Investor's Shares shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to each the Investor upon request, as long as such the Investor owns any Second Closing Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s 's most recent Annual Report on Form 10-KSB K or Quarterly Report on Form 10-QSBQ, and (C) such other information as may be reasonably requested in order to avail such the Investor of any rule or regulation of the SEC that permits the selling of any such Second Closing Shares without registration. (c) With respect to any Investor, it It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 7.1 that such Investor shall furnish to the Company such information regarding itself, the Second Closing Shares to be sold by such Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Second Closing Shares. (d) Notwithstanding anything to the contrary herein, the Registration Statement shall cover only the Second Closing Shares. In no event at any time before the Registration Statement becomes effective with respect to the Second Closing Shares shall the Company publicly announce or file any other registration statement, other than a registration statement on Form S-8 relating solely to employee benefit plans, without the prior written consent of each of the Investors. (e) The Company understands that each of the Investors Investor disclaims being an underwriter, but any the Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder, provided, however, that if the Company receives notification from the SEC that the Investor is deemed an underwriter, then the period by which the Company is obligated to submit an acceleration request to the SEC regarding the Registration Statement shall be extended to the earlier of (i) the 90th day after such SEC notification, or (ii) 120 days after the initial filing of the Registration Statement with the SEC.

Registration Procedures and Expenses. (a) The Except during a Suspension (as defined below), the Company shall: (i) will, subject to receipt of necessary information from each of the InvestorsPurchasers: (i) as soon as practicable, but in no event later than forty-five (45) days following the Closing Date (the “Filing Date”), use reasonable best efforts to prepare and file with the SEC, as soon as practicable after the Second Closing Date and in no event later than five (5) Business Days following the Second Closing Date, or, if the Second Closing Date shall not occur, as soon as practicable after the first date on which an Investor exchanges all or any portion of such Investor’s Exchangeable Note pursuant to Section 5.5(b) of the Agreement and in no event later than five (5) Business Days following such date, Commission a registration statement on Form S-3 (the “Registration Statement”) to enable covering the resale of the Second Closing Shares by and the Warrant Shares of each Purchaser that has complied with Section 6.4, together with any shares of the Investors capital stock issued or issuable, from time to time through the automated quotation system time, upon any reclassification, share combination, share subdivision, stock split, share dividend or similar transaction or event or otherwise as a distribution on, in exchange for or with respect to any of the Nasdaq Stock Market or foregoing, in privately-negotiated transactionseach case held at the relevant time by a Purchaser (the “Registrable Securities”); (ii) (A) use its reasonable best efforts, subject to receipt of necessary information from each of the Investors, efforts to cause the Registration Statement Statement, as amended, to become effective under the Securities Act as soon as practicable but in any event no event later than sixty 4:00 p.m. Eastern Time on the ninetieth (6090) days day after the Registration Statement is filed by Closing Date (the Company, and (B) within five (5) Business Days after the receipt of a no review letter from the SEC, take all appropriate measures necessary to cause the Registration Statement to become effective“Required Effective Date”); (iii) use reasonable best efforts to cause the prospectus to be filed with the Commission pursuant to Rule 424(b) under the Securities Act as soon as practicable but in any event no later than 9:00 a.m. Eastern Time the next business day following the date such Registration Statement is declared effective by the Commission; (iv) use its reasonable best efforts to promptly prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the prospectus which forms a part thereof used in connection therewith (the “Prospectus”A) as may be necessary to keep the Registration Statement current and continuously effective for a period not exceeding, with respect to the Investors’ Second Closing Shares, until the earlier of (i) the date on which, in the opinion of counsel to the Company, each second anniversary of the Investors may sell all Second Closing Shares then held by it in any 90-day period pursuant to Rule 144 under the Securities Act (without restriction by the volume limitations of Rule 144(e)) Date, or (ii) such time as all Second Closing Shares and Warrant Shares purchased by the Investors Purchasers have been sold pursuant to the Registration Statement and (B) as may be reasonably requested by a registration statement under the Securities Act Purchaser in order to incorporate information concerning such Purchaser or pursuant to Rule 144such Purchaser’s intended method of distribution; (ivv) so long as the Registration Statement is effective covering the resale of Registrable Securities owned by the Purchasers, furnish to each of the Investors Purchaser with respect to the Second Closing Shares Registrable Securities registered under the Registration Statement (and to each underwriter, if any, of such Registrable Securities) such reasonable number of copies of the Registration Statement, Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC (“Preliminary Prospectuses”) in conformity with the requirements of the Securities Act prospectuses and such other documents as such Investor Purchaser may reasonably request, request in order to facilitate the public sale or other disposition of all or any of the Second Closing Shares Registrable Securities by such Investor, provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to any Investor shall be subject to the receipt by the Company of reasonable assurances from such Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary ProspectusesPurchaser; (vvi) use commercially reasonable efforts to file documents required of the Company for normal blue sky Blue Sky clearance in the States of New York and Wisconsin and any other states reasonably specified in writing by any Investor prior to the effectiveness of the Registration Statement, Purchasers; provided, however, that the Company shall not be required to qualify to do business or consent to service of process generally in any jurisdiction in which it the Company is not now so qualified or has not so consentedqualified; (vivii) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph paragraphs (i) through (vvi) of this Section 1 6.1 and the registration of the Second Closing Shares Registrable Securities pursuant to the Registration Statement, including without limitation (a) registration and filing fees with the SEC, (b) other than fees and expenses expenses, if any, of compliance with securities counsel or blue sky laws (including reasonable other advisers to the Purchasers or underwriting discounts, brokerage fees and disbursements of Company counsel commissions incurred by the Purchasers, if any, in connection with blue sky qualifications an underwritten offering of the Second Closing Shares), (c) printing expenses, (d) fees and expenses incurred in connection with the listing of the Second Closing Shares, (e) fees and expenses of counsel and independent certified public accountants for the Company (including the expenses of any comfort letters), (f) the fees and expenses of any additional experts retained by the Company in connection with such registration, (g) fees and expenses in connection with any review of underwriting arrangements by the NASD Inc., including fees and expenses of any “qualified independent underwriter,” (h) internal Company expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), and (i) all reasonable fees and disbursements of one counsel for the Investors in connection with such registration; andRegistrable Securities; (viiviii) advise each of the Investors, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its all commercially reasonable efforts to prevent the issuance of any stop order or other order suspending the effectiveness of such Registration Statement and, if such an order is issued, to obtain its the withdrawal thereof at the earliest possible moment time and to notify each Purchaser of the issuance of such order and the resolution thereof; (ix) furnish to each Purchaser, two (2) business days after the date that such Registration Statement becomes effective, (x) a letter, dated such date, of outside counsel representing the Company (and reasonably acceptable to such Purchaser) addressed to such Purchaser, confirming the effectiveness of such Registration Statement and, to the knowledge of such counsel, the absence of any stop order, and (y) in the case of an underwriting, an opinion addressed to such Purchaser, dated such date, of such outside counsel, in such form and substance as is required to be given to the underwriters; (x) provide to each Purchaser and its representatives, if requested, the opportunity to conduct a reasonable inquiry of the Company’s financial and other records during normal business hours and make available its officers, directors and employees for questions regarding information which such stop Purchaser may reasonably request in order should to fulfill any due diligence obligation on its part, provided, that in the case of this clause (x), the Company shall not be issuedrequired to provide, and shall not provide, any Purchaser with material, non-public information unless such Purchaser agrees to receive such information and enters into a written confidentiality agreement with the Company; and (xi) not less than three trading days prior to the filing of a Registration Statement and not less than two trading days prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference) or, in the case of comments made by the staff of the Commission and the Company’s responses thereto, within a reasonable period of time following the receipt thereof by the Company, furnish to each Purchaser copies of all such documents proposed to be filed or copies of such correspondence from and to the Commission relating to the Registration Statement, as the case may be, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Purchasers. The Company shall reflect in each such document when so filed with the Commission such comments relating to such Purchaser as such Purchaser may reasonably propose; provided, however, that such comments from such Purchaser must be received by the Company no later than one trading day prior to the filing of such document with the Commission. Notwithstanding any other provision of this Agreement, the Company will have no obligation to deliver or make available to any Purchaser any Registration Statement or Prospectus containing any material, nonpublic information unless such Purchaser specifically consents in advance to receive such material, nonpublic information in writing and such Purchaser has executed an agreement to keep such material, nonpublic information confidential and refrain from trading in any Company security for so long as such information remains material, nonpublic information. (b) The Company shall be permitted after the Required Effective Date, to suspend for one or more periods (each such period, a “Suspension”) the actions required under Sections 6.1(a)(i) through (iv) to the extent that the Board of Directors of the Company concludes in good faith and based on the advice of counsel that the disclosure of additional information in the prospectus is necessary. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of an aggregate in any 365-day period of longer than 60 days. (c) With a view to making available to the Investors Purchasers the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC Commission that may at any time permit the Investors Purchaser to sell Second Closing Shares Registrable Securities to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) six months after such date as, in the opinion of counsel to the Company, as all of the InvestorsPurchasers’ Second Closing Shares Registrable Securities may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the InvestorsPurchasers’ Second Closing Shares Registrable Securities shall have been resold; (ii) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to each Investor the Purchaser upon request, as long as such Investor the Purchaser owns any Second Closing SharesRegistrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-KSB K or Quarterly Report on Form 10-QSBQ, and (C) such other information as may be reasonably requested in order to avail such Investor the Purchaser of any rule or regulation of the SEC Commission that permits the selling of any such Second Closing Shares Registrable Securities without registration. (c) With respect to any Investor, it shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 that such Investor shall furnish to the Company such information regarding itself, the Second Closing Shares to be sold by such Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Second Closing Shares. (d) Notwithstanding anything to the contrary herein, the Registration Statement shall cover only the Second Closing Shares. In no event at any time before the Registration Statement becomes effective with respect to the Second Closing Shares shall the Company publicly announce or file any other registration statement, other than a registration statement on Form S-8 relating solely to employee benefit plans, without the prior written consent of each of the Investors. (e) The Company understands that each of the Investors disclaims being an underwriter, but any Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder.

Registration Procedures and Expenses. (a) The Company Arcadia shall: (iA) subject to receipt of necessary the information described in the final paragraph of this Section 1 from each of the InvestorsSellers, prepare and file with the Securities and Exchange Commission ("SEC"), before the later of (i) forty-five (45) Calendar Days after the Closing Date; or (ii) ten (10) Calendar Days after receipt by Arcadia of the Audited Financial Statements and related independent accountants report and consent required by Section 4.11 of the Purchase Agreement (the "REQUIRED FILING DATE"), a Registration Statement on Form S-3 or such other form as is available to Arcadia to enable the resale of the Shares by the Sellers from time to time; (B) use its best efforts, subject to receipt of the information described in the final paragraph of this Section 1 from the Sellers, to cause the Registration Statement to become effective within ninety (90) Calendar Days after filing, or, in the event of a full review by the SEC, as soon as practicable within one hundred twenty (120) Calendar Days after filing (the Second Closing "REQUIRED EFFECTIVE DATE"). Notwithstanding the foregoing, in the event that the Company is notified by the SEC that the Registration Statement will not be reviewed, or is no longer subject to further review and comments, the Required Effective Date and in shall be no event later than five (5) Business Days following the Second Closing Date, or, if the Second Closing Date shall not occur, as soon as practicable after the first date on which an Investor exchanges all or any portion of such Investor’s Exchangeable Note pursuant to Section 5.5(b) of the Agreement and in no event later than five (5) Business Days following such date, a registration statement on Form S-3 (the “Registration Statement”) to enable the resale of the Second Closing Shares by each of the Investors from time to time through the automated quotation system of the Nasdaq Stock Market or in privately-negotiated transactions; (ii) (A) use its reasonable best efforts, subject to receipt of necessary information from each of the Investors, to cause Company's being so notified. If the Registration Statement has not been declared effective by the SEC on or before the Required Effective Date because of Arcadia's breach of this provision, then the Sellers shall be entitled to become effective in no event later than sixty (60) days receive from Arcadia, pro rata, as their sole legal remedy for such breach, an aggregate number of shares of Common Stock equal to 1% of the number of Closing Shares for each month after the Required Effective Date that the Registration Statement is filed not declared effective, up to a maximum aggregate amount of 5% of the Closing Shares (the "Penalty Shares"). In the event of changes in the outstanding Common Stock of the Company by reason of a stock dividend, stock split, reverse stock split, reorganization, recapitalization, merger, consolidation, liquidation, separation, combination or exchange of stock, change in the Company's business structure or sale or transfer of all or any part of the Company's business or assets (referred to as a "Capital Adjustment"), and (B) within five (5) Business Days after the receipt number of a no review letter from the SEC, take all appropriate measures necessary to cause the Registration Statement to become effectivePenalty Shares shall be adjusted consistent with such Capital Adjustment; (iiiC) use its reasonable best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus which forms a part thereof (the “Prospectus”) Prospectus as may be necessary to keep the Registration Statement current and effective for a period not exceeding, with respect to the Investors’ Second Closing Shares, ending on the earlier of (i) the date on which, in which the opinion of counsel to the Company, each of the Investors Seller may sell all Second Closing Shares then held received by it such Seller in any 90-day period this Transaction pursuant to paragraph (k) of Rule 144 under the Securities Act or any successor rule (without restriction by the volume limitations of Rule 144(e)"RULE 144") or (ii) such time as all Second Closing Shares purchased received by the Investors such Seller in this Transaction have been sold pursuant to a registration statement under the Securities Act or pursuant to Rule 144, and to notify each Seller promptly upon the Registration Statement and each post-effective amendment thereto being declared effective by the SEC; (ivD) furnish to each of the Investors with respect to Seller, at the Second Closing Shares registered under Seller's request, the Registration Statement such number of copies of and the Registration Statement, Prospectuses Prospectus in electronic format (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC (“Preliminary Prospectuses”) in conformity with the requirements of the Securities Act and such other documents as such Investor may reasonably request), in order to facilitate the public sale or other disposition of all or any of the Second Closing Shares by such Investorthe Seller. Not less than five Trading Days prior to the filing of each Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), provided, however, that unless waived by the Company in writingshall, the obligation of the Company (i) furnish to deliver each Seller copies of Prospectuses all such documents proposed to be filed, which documents (other than those incorporated or Preliminary Prospectuses deemed to any Investor shall be incorporated by reference) will be subject to the receipt by the Company of reasonable assurances from such Investor that the Investor will comply with the applicable provisions of the Securities Act and review of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; Sellers, and (vii) file documents required of the Company for normal blue sky clearance in states reasonably specified in writing by any Investor prior to the effectiveness of the Registration Statementcause its officers and directors, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vi) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph (i) through (v) of this Section 1 and the registration of the Second Closing Shares pursuant to the Registration Statement, including without limitation (a) registration and filing fees with the SEC, (b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of Company counsel in connection with blue sky qualifications of the Second Closing Shares), (c) printing expenses, (d) fees and expenses incurred in connection with the listing of the Second Closing Shares, (e) fees and expenses of counsel and independent certified public accountants for to respond to such inquiries as shall be necessary, in the Company (including reasonable opinion of respective counsel to conduct a reasonable investigation within the expenses of any comfort letters), (f) the fees and expenses of any additional experts retained by the Company in connection with such registration, (g) fees and expenses in connection with any review of underwriting arrangements by the NASD Inc., including fees and expenses of any “qualified independent underwriter,” (h) internal Company expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), and (i) all reasonable fees and disbursements of one counsel for the Investors in connection with such registration; and (vii) advise each meaning of the Investors, promptly after it Securities Act. The Company shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Sellers holding a majority of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. (b) With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors to sell Second Closing Shares to the public without registrationshall reasonably object in good faith, provided that, the Company covenants and agrees to: (i) make and keep public information availableis notified of such objection, as those terms are understood and defined in Rule 144, until including the earlier substance of (A) such date asobjection, in writing no later than 5 Trading Days after the opinion of counsel to the Company, all of the Investors’ Second Closing Shares may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investors’ Second Closing Shares shall Sellers have been resold; (ii) file with the SEC in a timely manner all reports and other documents required so furnished copies of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to each Investor upon request, as long as such Investor owns any Second Closing Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-KSB or Quarterly Report on Form 10-QSB, and (C) such other information as may be reasonably requested in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Second Closing Shares without registration. (c) With respect to any Investor, it documents. It shall be a condition precedent to the obligations of the Company Arcadia to take any action pursuant to this Section 1 that such Investor the Seller shall furnish to the Company Arcadia such information and representations requested by Arcadia regarding itselfSeller, the Second Closing Shares to be sold by such InvestorSeller, and the intended method of disposition of such securities as shall be required to effect the registration of the Second Closing Shares. (d) Notwithstanding anything , amendments to the contrary hereinRegistration Statement, the Registration Statement shall cover only the Second Closing Shares. In no event at any time before the Registration Statement becomes effective with respect to the Second Closing Shares shall the Company publicly announce or file any other registration statement, other than a registration statement on Form S-8 relating solely to employee benefit plans, without the prior written consent of each of the Investorsand/or sale under Rule 144. (e) The Company understands that each of the Investors disclaims being an underwriter, but any Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder.

Registration Procedures and Expenses. (a) The Company shall: (ia) subject to receipt of necessary information from each of the Investors, prepare and file with the Securities and Exchange Commission (“SEC”), as soon as practicable after the Second Closing Date and in no event later than five within ten (510) Business Days following after the Second Closing Date, or, if the Second Closing Date shall not occur, as soon as practicable after (the first date on which an Investor exchanges all or any portion of such Investor’s Exchangeable Note pursuant to Section 5.5(b) of the Agreement and in no event later than five (5) Business Days following such date“Required Filing Date”), a registration statement Registration Statement on Form S-3 (the “Registration Statement”) to enable the resale of the Second Closing Shares by each of the Investors from time to time through on the automated quotation system of the Nasdaq Stock Market NYSE or in privately-negotiated transactions; provided, however, that Investor acknowledges that the Company may not be permitted to file a Registration Statement on Form S-3 from February 15, 2004 until such time as its financial statements for the year ended December 31, 2003 are available and have been filed with the SEC, and agrees that the Company may defer the filing in order to ensure compliance with Rule 3-12 of Regulation S-X; (ii) (Ab) use its reasonable best efforts, subject to receipt of necessary information from each of the Investors, to cause the Registration Statement to become effective as soon as practicable, but in no event later than sixty (60) days after the Registration Statement is filed by the Company. If the Registration Statement (i) has not been declared effective by the SEC on or before the date that is seventy-five (75) days after the Closing Date (the “Required Effective Date”), the Company shall, on the Business Day immediately following the Required Effective Date, as the case may be, and each 30th day thereafter, make a payment to the Investor as compensation for such delay (Btogether, the “Late Registration Payments”) equal to 1% of the Purchase Price paid for the Shares then owned by the Investor until the Registration Statement declared effective by the SEC; provided, however, that in no event shall the payments made pursuant to this paragraph (b) if any, exceed in the aggregate 12% of such Purchase Price. Late Registration Payments will be prorated on a daily basis during each 30 day period and will be paid to the Investor by wire transfer or check within five (5) Business Days after the receipt earlier of a no review letter from (i) the SEC, take all appropriate measures necessary to cause end of each 30 day period following the Required Effective Date or (ii) the effective date of the Registration Statement to become effectiveStatement; (iiic) use its reasonable best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus which forms a part thereof (the “Prospectus”) Prospectus used in connection therewith as may be necessary or advisable to keep the Registration Statement current and effective for a period not exceeding, with respect to the Investors’ Second Closing Shares, ending on the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which, in which the opinion of counsel to the Company, each of the Investors Investor may sell all Second Closing Shares then held by it in any 90-day period pursuant to paragraph (k) of Rule 144 under the Securities Act or any successor rule (without restriction by the volume limitations of “Rule 144(e)144”) or (iiiii) such time as all Second Closing Shares purchased by the Investors such Investor in this Offering have been sold pursuant to a registration statement under the Securities Act or pursuant to Rule 144, and to notify each Investor promptly upon the Registration Statement and each post-effective amendment thereto, being declared effective by the SEC; (ivd) furnish to each of the Investors Investor with respect to the Second Closing Shares registered under the Registration Statement such number of copies of the Registration Statement, Prospectuses Statement and the Prospectus (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC (“Preliminary Prospectuses”) in conformity conformance with the requirements of the Securities Act and other such other documents as such the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Second Closing Shares by such the Investor, provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to any Investor shall be subject to the receipt by the Company of reasonable assurances from such Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; (ve) file documents required of the Company for normal make any necessary blue sky clearance in states reasonably specified in writing by any Investor prior to the effectiveness of the Registration Statement, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consentedfilings; (vif) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph (ia) through (ve) of this Section 1 6.1 and the registration of the Second Closing Shares pursuant to the Registration Statement, including without limitation (a) registration and filing fees with the SEC, (b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of Company counsel in connection with blue sky qualifications of the Second Closing Shares), (c) printing expenses, (d) fees and expenses incurred in connection with the listing of the Second Closing Shares, (e) fees and expenses of counsel and independent certified public accountants for the Company (including the expenses of any comfort letters), (f) the fees and expenses of any additional experts retained by the Company in connection with such registration, ; (g) fees and expenses in connection with any review of underwriting arrangements by the NASD Inc., including fees and expenses of any “qualified independent underwriter,” (h) internal Company expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), and (i) all reasonable fees and disbursements of one counsel for the Investors in connection with such registration; and (vii) advise each of the Investors, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.; and (bh) With a view to making available to the Investors Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors Investor to sell Second Closing Shares to the public without registration, the Company covenants and agrees to use its commercially reasonable best efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as, in the opinion of counsel to the Company, as all of the Investors’ Second Closing Investor’s Shares may qualify to be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investors’ Second Closing Investor’s Shares shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to each the Investor upon request, as long as such the Investor owns any Second Closing Shares, (A) a written statement by the Company that as to whether it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-KSB K or Quarterly Report on Form 10-QSBQ, and (C) such other information as may be reasonably requested in order to avail such the Investor of any rule or regulation of the SEC that permits the selling of any such Second Closing Shares without registration. (c) With respect to any Investor, it . It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 6.1 that such the Investor shall furnish to the Company such information regarding itself, the Second Closing Shares to be sold by such Investor, and the intended method of disposition of such securities as shall be required reasonably requested by the Company to effect the registration of the Second Closing Shares. (d) Notwithstanding anything to the contrary herein, the Registration Statement shall cover only the Second Closing Shares. In no event at any time before the Registration Statement becomes effective with respect to the Second Closing Shares shall the Company publicly announce or file any other registration statement, other than a registration statement on Form S-8 relating solely to employee benefit plans, without the prior written consent of each of the Investors. (e) The Company understands that each of the Investors Investor disclaims being an underwriter, but any acknowledges that a determination by the SEC that the Investor being is deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder.

Registration Procedures and Expenses. (a) The Company shall: (ia) subject to receipt of necessary information from each of the Investors, prepare and file with the SEC, as soon as practicable after the Second Closing Date and practicable, but in no event later than five thirty (530) Business Days following days after the Second Closing Date, or, if the Second Closing Date shall not occur, as soon as practicable after (the first date on which an Investor exchanges all or any portion of such Investor’s Exchangeable Note pursuant to Section 5.5(b) of the Agreement and in no event later than five (5) Business Days following such date"Required Filing Date"), a registration statement on Form S-3 (the “"Registration Statement”") to enable the resale of the Second Closing Shares and the Warrant Shares (collectively, the "Registrable Securities") by each of the Investors from time to time through the automated quotation system of the Nasdaq Stock Market or in privately-negotiated transactions; (ii) (Ab) use its commercially reasonable best efforts, subject to receipt of necessary information from each of the Investors, to cause the Registration Statement to become effective as soon as practicable, but in no event later than sixty ninety (6090) days after the Registration Statement is filed by the Company. If the Registration Statement (i) has not been filed by the Required Filing Date or (ii) has not been declared effective by the SEC on or before the date that is one hundred and twenty (120) days after the Closing Date (the "Required Effective Date"), the Company shall, on the Business Day immediately following the Required Filing Date or the Required Effective Date, as the case may be, and each 30th day thereafter, make a payment to the Investor as liquidated damages for such delay (Bthe "Late Registration Payments") equal to 0.5% of the purchase price paid for the Shares purchased by the Investor and not previously sold by the Investor until the Registration Statement is filed or declared effective by the SEC, as the case may be; provided, however, that in no event shall the payments made pursuant to this paragraph (b), if any, exceed in the aggregate 2.5% of such purchase price; provided further, that no Investor shall be entitled to Late Registration Payments if such Investor has not provided the 11. Company with the information requested by the Company pursuant to Section 7.1(h) hereof, if any, within 20 calendar days after such information has been requested by the Company. Late Registration Payments will be prorated on a daily basis during each 30 day period and will be paid to the Investor by wire transfer or check within five (5) Business Days after the receipt earlier of a no review letter from (A) the SEC, take all appropriate measures necessary to cause end of each 30 day period following the Required Effective Date or (B) the effective date of the Registration Statement to become effective;Statement. (iiic) use its commercially reasonable best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus which forms a part thereof (the “Prospectus”) Prospectus used in connection therewith as may be necessary to keep the Registration Statement current and effective for a period not exceeding, with respect to the Investors’ Second Closing Shareseach Investor's Registrable Securities purchased hereunder, the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which, in which the opinion of counsel to the Company, each of the Investors Investor may sell all Second Closing Shares Registrable Securities then held by it in any 90-day period pursuant to Rule 144 under the Securities Act (Investor without restriction by the volume limitations of Rule 144(e)) of the Securities Act or (iiiii) such time as all Second Closing Shares Registrable Securities purchased by the Investors such Investor in this Offering have been sold pursuant to a registration statement under the Securities Act or pursuant to Rule 144statement; (ivd) furnish to each of the Investors Investor with respect to the Second Closing Shares Registrable Securities registered under the Registration Statement such number of copies of the Registration Statement, Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC (“Preliminary Prospectuses”) Prospectuses in conformity with the requirements of the Securities Act and such other documents as such the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Second Closing Shares Registrable Securities by such the Investor, provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to any the Investor shall be subject to the receipt by the Company of reasonable assurances from such the Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; (ve) file documents required of the Company for normal blue sky clearance in states reasonably specified in writing by any Investor prior to the effectiveness of the Registration StatementInvestor, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vif) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph (ia) through (ve) of this Section 1 7.1 and the registration of the Second Closing Shares Registrable Securities pursuant to the Registration Statement, including without limitation (a) registration and filing fees with the SEC, (b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of Company counsel in connection with blue sky qualifications of the Second Closing Shares), (c) printing expenses, (d) fees and expenses incurred in connection with the listing of the Second Closing Shares, (e) fees and expenses of counsel and independent certified public accountants for the Company (including the expenses of any comfort letters), (f) the fees and expenses of any additional experts retained by the Company in connection with such registration, (g) fees and expenses in connection with any review of underwriting arrangements by the NASD Inc., including fees and expenses of any “qualified independent underwriter,” (h) internal Company expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), and (i) all reasonable fees and disbursements of one counsel for the Investors in connection with such registration; and (viig) advise each of the Investors, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. (bh) With with a view to making available to the Investors Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors Investor to sell Second Closing Shares Registrable Securities to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as, in the opinion of counsel to the Company, as all of the Investors’ Second Closing Shares Investor's Registrable Securities may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investors’ Second Closing Shares Investor's Registrable Securities shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to each Investor upon request, as long as such Investor owns any Second Closing Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-KSB or Quarterly Report on Form 10-QSB, and (C) such other information as may be reasonably requested in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Second Closing Shares without registration. (c) With respect to any Investor, it shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 that such Investor shall furnish to the Company such information regarding itself, the Second Closing Shares to be sold by such Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Second Closing Shares. (d) Notwithstanding anything to the contrary herein, the Registration Statement shall cover only the Second Closing Shares. In no event at any time before the Registration Statement becomes effective with respect to the Second Closing Shares shall the Company publicly announce or file any other registration statement, other than a registration statement on Form S-8 relating solely to employee benefit plans, without the prior written consent of each of the Investors. (e) The Company understands that each of the Investors disclaims being an underwriter, but any Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder.with

Registration Procedures and Expenses. (a) The Company shall: (ia) subject to receipt of necessary information from each of the Investors, prepare and file with the SEC, as soon as practicable after the Second Closing Date and practicable, but in no event later than five (5) Business Days following 30 business days after the Second Closing Date, or, if the Second Closing Date shall not occur, as soon as practicable after the first date on which an Investor exchanges all or any portion of such Investor’s Exchangeable Note pursuant to Section 5.5(b) of the Agreement and in no event later than five (5) Business Days following such date, a registration statement on Form S-3 (the “Registration Statement”) to enable the resale of the Second Closing Shares and Warrant Shares by each of the Investors from time to time through the automated quotation system of the Nasdaq Stock Market or in privately-negotiated transactions; (ii) (Ab) use its reasonable best efforts, subject to receipt of necessary information from each of the Investors, to cause the Registration Statement to become effective as soon as practicable, but in no event later than sixty (60) 120 days after the Registration Statement is filed by the Company, and (B) within five (5) Business Days after the receipt of a no review letter from unless such deadline is missed, wholly or in part, due to backlog or other delay at or by the SEC, take all appropriate measures necessary to cause delay at or by the Company’s independent accountants, or delay caused by any other matter beyond the control of the Company. If the Registration Statement has not been declared effective by the SEC on or before the date that is 120 days after the Closing Date, the Company shall, on the 121st day after the Closing Date and each 30th day thereafter, issue to become effectivethe Investor .01 additional shares of Common Stock (which shall be deemed to be Shares), for every Share purchased in the Offering, exclusive of any Warrant Shares, until the Registration Statement is declared effective by the SEC (rounded up to the nearest Share after aggregating all Shares held by the Investor); (iiic) use its reasonable best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus which forms a part thereof (the “Prospectus”) Prospectus used in connection therewith as may be necessary to keep the Registration Statement current and effective for a period not exceeding, with respect to the Investors’ Second Closing Shareseach Investor’s Shares and Warrant Shares purchased hereunder, the earlier earliest of (i) the second anniversary of the Closing Date, (ii) the date on which, in which the opinion of counsel to the Company, each of the Investors Investor may sell all Second Closing Shares and Warrant Shares then held by it in any 90-day period the Investor without restriction by volume limitations pursuant to Rule 144 under 144(k) of the Securities Act (without restriction by the volume limitations of Rule 144(e)) or (iiiii) such time as all Second Closing Shares purchased by the Investors such Investor in this Offering have been sold pursuant to a registration statement under the Securities Act or pursuant to Rule 144statement; (ivd) furnish to each of the Investors Investor with respect to the Second Closing Shares and Warrant Shares registered for resale under the Registration Statement such number of copies of the Registration Statement, Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC Securities and Exchange Commission (“Preliminary Prospectuses”) in conformity with the requirements of the Securities Act and such other documents as such the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Second Closing Shares or Warrant Shares by such the Investor, provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to any the Investor shall be subject to the receipt by the Company of reasonable assurances from such the Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; (ve) file documents required of the Company Company, if any, for normal blue sky clearance in (i) in all U.S. jurisdictions in which any of the Shares or Warrant Shares are originally sold, and (ii) in states reasonably specified in writing by any Investor prior to the effectiveness of the Registration StatementInvestor, provided, however, that that, as to clause (ii) the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vif) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph (ia) through (ve) of this Section 1 6.1 and the registration of the Second Closing resale of the Shares or Warrant Shares pursuant to the Registration Statement, including without limitation (a) registration and filing fees with the SEC, (b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of Company counsel in connection with blue sky qualifications of the Second Closing Shares), (c) printing expenses, (d) fees and expenses incurred in connection with the listing of the Second Closing Shares, (e) fees and expenses of counsel and independent certified public accountants for the Company (including the expenses of any comfort letters), (f) the fees and expenses of any additional experts retained by the Company in connection with such registration, (g) fees and expenses in connection with any review of underwriting arrangements by the NASD Inc., including fees and expenses of any “qualified independent underwriter,” (h) internal Company expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), and (i) all reasonable fees and disbursements of one counsel for the Investors in connection with such registration; and (viig) advise each of the InvestorsInvestor, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. (b) . With a view to making available to the Investors Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors Investor to sell Second Closing Shares or Warrant Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as, in the opinion of counsel to the Company, as all of the Investors’ Second Closing Investor’s Shares may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investors’ Second Closing Investor’s Shares shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to each the Investor upon request, as long as such the Investor owns any Second Closing Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-KSB K or Quarterly Report on Form 10-QSBQ, and (C) such other information as may be reasonably requested in order to avail such the Investor of any rule or regulation of the SEC that permits the selling of any such Second Closing Shares without registration. (c) With respect to any Investor, it . It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 6.1 that such the Investor shall furnish to the Company such information regarding itself, the Second Closing Shares or Warrant Shares to be sold by such the Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Second Closing Shares. (d) Notwithstanding anything to resale of the contrary herein, the Registration Statement shall cover only the Second Closing Shares and Warrant Shares. In no event at any time before the Registration Statement becomes effective with respect to the Second Closing Shares shall the Company publicly announce or file any other registration statement, other than a registration statement on Form S-8 relating solely to employee benefit plans, without the prior written consent of each of the Investors. (e) The Company understands that each of the Investors Investor disclaims being an underwriter, but any the Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder.

Registration Procedures and Expenses. (a) The Company shall: (ia) subject to receipt of necessary information from each of the Investors, prepare and file with the SEC, as soon as practicable after the Second Closing Date and practicable, but in no event later than five thirty (530) Business Days following days after the Second Closing Date, or, if the Second Closing Date shall not occur, as soon as practicable after the first date on which an Investor exchanges all or any portion of such Investor’s Exchangeable Note pursuant to Section 5.5(b) of the Agreement and in no event later than five (5) Business Days following such date, a registration statement on Form S-3 (or in the “event that the Company is unable to use Form S-3, then on Form S-1) (the "Registration Statement”") to enable the resale of the Second Closing Shares by each of the Investors from time to time through the automated quotation system of the Nasdaq Stock Market or in privately-negotiated transactions; (ii) (Ab) use its reasonable best efforts, subject to receipt of necessary information from each of the Investors, to cause the Registration Statement to become effective as soon as practicable, but in no event later than sixty ninety (6090) days after the Registration Statement is filed by the Company. Notwithstanding the foregoing, and (B) within five (5) Business Days after the receipt of a no review letter from the SEC, take all appropriate measures necessary to cause if the Registration Statement is not declared effective by July 15, 2000 (the "Final Effectiveness Date") and does not remain effective for thirty (30) continuous days thereafter, the Investor shall be entitled to become effective;a stock dividend in the amount of two percent (2%) of the Shares purchased by such Investor hereunder, provided that an additional stock dividend in the amount of one and one-half percent (1.5%) of the Shares purchased hereunder shall be made at each of the first two three-month anniversaries of the Final Effective Date if the Registration Statement has not been declared effective and remained effective for thirty (30) continuous days from the date of the first effectiveness as of such three month anniversaries; provided further that any such stock dividend shall not exceed in the aggregate five percent (5%). (iiic) use its reasonable best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus which forms a part thereof (the “Prospectus”) Prospectus used in connection therewith as may be necessary to keep the Registration Statement current and effective for a period not exceeding, with respect to the Investors’ Second Closing Shareseach Investor's Shares purchased hereunder, the earlier earliest of (i) the second anniversary of the Closing Date, (ii) the date on which, in which the opinion of counsel to the Company, each of the Investors Investor may sell all Second Closing Shares then held by it in any 90-day period pursuant to Rule 144 under the Securities Act (Investor without restriction by the volume limitations of Rule 144(e)) of the Securities Act or (iiiii) such time as all Second Closing Shares purchased by the Investors such Investor in this Offering have been sold pursuant to a registration statement under the Securities Act or pursuant to Rule 144;statement. (ivd) furnish to each of the Investors Placement Agent and to the Investor with respect to the Second Closing Shares registered under the Registration Statement such number of copies of the Registration Statement, Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC (“Preliminary Prospectuses”) Prospectuses in conformity with the requirements of the Securities Act and such other documents as such the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Second Closing Shares by such the Investor, provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to any the Investor shall be subject to the receipt by the Company of reasonable assurances from such the Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; (ve) file documents required of the Company for normal blue sky clearance in states reasonably specified in writing by any Investor prior to the effectiveness of the Registration StatementInvestor, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vif) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph (ia) through (ve) of this Section 1 7.1 and the registration of the Second Closing Shares pursuant to the Registration Statement, including without limitation (a) registration other than fees and filing fees with expenses, if any, of counsel or other advisors to the SECInvestors, (b) provided, however, that the Company shall pay the reasonable fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements one firm of Company counsel in connection with blue sky qualifications of the Second Closing Shares), (c) printing expenses, (d) fees and expenses incurred in connection with the listing of the Second Closing Shares, (e) fees and expenses of counsel and independent certified public accountants for the Company (including the expenses of any comfort letters), (f) the fees and expenses of any additional experts retained by the Company in connection with such registration, (g) fees and expenses in connection with any review of underwriting arrangements by the NASD Inc., including fees and expenses of any “qualified independent underwriter,” (h) internal Company expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), and (i) all reasonable fees and disbursements of one counsel attorneys for the Investors in connection with such registrationas a group, or underwriting discounts, brokerage fees and commissions incurred by the Investors, if any; and (viig) advise each of the Investors, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. (bh) With with a view to making available to the Investors Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors Investor to sell Second Closing Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as, in the opinion of counsel to the Company, as all of the Investors’ Second Closing Investor's Shares may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investors’ Second Closing Investor's Shares shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to each the Investor upon request, as long as such the Investor owns any Second Closing Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s 's most recent Annual Report on Form 10-KSB K or Quarterly Report on Form 10-QSBQ, and (C) such other information as may be reasonably requested in order to avail such the Investor of any rule or regulation of the SEC that permits the selling of any such Second Closing Shares without registration. (c) With respect to any Investor, it . It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 7.1 that such the Investor shall furnish to the Company such information regarding itself, the Second Closing Shares to be sold by such Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Second Closing Shares. (d) Notwithstanding anything to the contrary herein, the Registration Statement shall cover only the Second Closing Shares. In no event at any time before the Registration Statement becomes effective with respect to the Second Closing Shares shall the Company publicly announce or file any other registration statement, other than a registration statement on Form S-8 relating solely to employee benefit plans, without the prior written consent of each of the Investors. (e) The Company understands that each of the Investors Investor disclaims being an underwriter, but any the Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder, provided, however, that if the Company receives notification from the SEC that the Investor is deemed an underwriter, then the period by which the Company is obligated to submit an acceleration request to the SEC shall be extended to the earlier of (i) the 90th day after such SEC notification, or (ii) 120 days after the initial filing of the Registration Statement with the SEC.

Registration Procedures and Expenses. (a) The Company shall: (ia) subject to receipt of necessary information from each of the Investors, prepare and file with the SEC, as soon as practicable within ten (10) business days after the Second Closing Date and in no event later than five (5) Business Days following the Second Closing Date, or, if the Second Closing Date shall not occur, as soon as practicable after the first date on which an Investor exchanges all or any portion of such Investor’s Exchangeable Note pursuant to Section 5.5(b) of the Agreement and in no event later than five (5) Business Days following such date, a registration statement on Form S-3 (the “"Registration Statement”") to enable the resale of the Second Closing Shares by each of the Investors from time to time through the automated quotation system of the Nasdaq Stock Market or in privately-negotiated transactions, and provide the Investor at least two (2) business days to review and provide comments to the Registration Statement before filing with the SEC; (ii) (Ab) use its reasonable best efforts, subject to receipt of necessary information from each of the Investors, to cause the Registration Statement to become effective as soon as practicable, but in no event later than sixty (60) days after the Registration Statement is filed by the Company, and (B) within five (5) Business Days after the receipt of a no review letter from the SEC, take all appropriate measures necessary to cause . If the Registration Statement has not been declared effective by the SEC on or before the date that is 90 days after the Closing Date (the "Required Effective Date"), the Company shall, on the 91st day and each 30th day thereafter, make a payment to become effectivethe Investor as partial compensation for such delay (the "Late Registration Payments") equal to 1% of the purchase price paid for the Shares purchased by the Investor and not previously sold by the Investor (but in no event to exceed 8% in the aggregate) until the Registration Statement is declared effective by the SEC. The Late Registration Payments will be prorated on a daily basis during each 30 day period and will be paid to the Investor by wire transfer or check within five business days after the earlier of (i) the end of each 30 day period following the Required Effective Date or (ii) the effective date of the Registration Statement; (iiic) use its reasonable best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus which forms a part thereof (the “Prospectus”) Prospectus used in connection therewith as may be necessary to keep the Registration Statement current and effective for a period not exceeding, with respect to the Investors’ Second Closing Shareseach Investor's Shares purchased hereunder, the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which, in which the opinion of counsel to the Company, each of the Investors Investor may sell all Second Closing Shares then held by it in any 90-day period pursuant to Rule 144 under the Securities Act (Investor without restriction by the volume limitations of Rule 144(e)) of the Securities Act or (iiiii) such time as all Second Closing Shares purchased by the Investors such Investor in this Offering have been sold pursuant to a registration statement under statement, and to notify each Investor promptly upon the Securities Act or pursuant to Rule 144Registration Statement and each post-effective amendment thereto, being declared effective by the SEC; (ivd) furnish to each of the Investors Investor with respect to the Second Closing Shares registered under the Registration Statement such number of copies of the Registration Statement, Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC Securities Exchange Commission (“"Preliminary Prospectuses”") in conformity with the requirements of the Securities Act and such other documents as such the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Second Closing Shares by such the Investor, provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to any the Investor shall be subject to the receipt by the Company of reasonable assurances from such the Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; (ve) file documents required of the Company for normal blue sky clearance in states reasonably specified in writing by any Investor prior to the effectiveness of the Registration Statement, Investor; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vif) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph (ia) through (ve) of this Section 1 6.1 and the registration of the Second Closing Shares pursuant to the Registration Statement, including without limitation (a) registration and filing fees with the SEC, (b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of Company counsel in connection with blue sky qualifications of the Second Closing Shares), (c) printing expenses, (d) fees and expenses incurred in connection with the listing of the Second Closing Shares, (e) fees and expenses of counsel and independent certified public accountants for the Company (including the expenses of any comfort letters), (f) the fees and expenses of any additional experts retained by the Company in connection with such registration, (g) fees and expenses in connection with any review of underwriting arrangements by the NASD Inc., including fees and expenses of any “qualified independent underwriter,” (h) internal Company expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), and (i) all reasonable fees and disbursements of one counsel for the Investors in connection with such registration; and (viig) advise each of the Investors, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. (b) . With a view to making available to the Investors Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors Investor to sell Second Closing Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as, in the opinion of counsel to the Company, as all of the Investors’ Second Closing Investor's Shares may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investors’ Second Closing Investor's Shares shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to each the Investor upon request, as long as such the Investor owns any Second Closing Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s 's most recent Annual Report on Form 10-KSB K or Quarterly Report on Form 10-QSBQ, and (C) such other information as may be reasonably requested in order to avail such the Investor of any rule or regulation of the SEC that permits the selling of any such Second Closing Shares without registration. (c) With respect to any Investor, it . It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 6.1 that such the Investor shall furnish to the Company such information regarding itself, the Second Closing Shares to be sold by such Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Second Closing Shares. (d) Notwithstanding anything to the contrary herein, the Registration Statement shall cover only the Second Closing Shares. In no event at any time before the Registration Statement becomes effective with respect to the Second Closing Shares shall the Company publicly announce or file any other registration statement, other than a registration statement on Form S-8 relating solely to employee benefit plans, without the prior written consent of each of the Investors. (e) The Company understands that each of the Investors Investor disclaims being an underwriter, but any the Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder.

Registration Procedures and Expenses. (a) The Company shall: (ia) subject to receipt of necessary information from each of the Investors, prepare and file with the SEC, as soon as practicable after the Second Closing Date and practicable, but in no event later than five thirty (530) Business Days following business days after the Second Closing Date, or, if the Second Closing Date shall not occur, as soon as practicable after the first date on which an Investor exchanges all or any portion of such Investor’s Exchangeable Note pursuant to Section 5.5(b) of the Agreement and in no event later than five (5) Business Days following such date, a registration statement on Form S-3 (the “Registration Statement”or, if Form S-3 eligibility has not been restored pursuant to Section 3.11 hereof, on Form S-1(the "REGISTRATION STATEMENT") to enable the resale of the Second Closing Shares by each of the Investors from time to time through the automated quotation system of the Nasdaq Stock Market or in privately-negotiated transactions; (ii) (Ab) use its reasonable best efforts, subject to receipt of necessary information from each of the Investors, to cause the Registration Statement to become effective as soon as practicable, but in no event later than sixty ninety (6090) days after the Registration Statement is filed by the Company, and (B) within five (5) Business Days after the receipt of a no review letter from the SEC, take all appropriate measures necessary to cause . If the Registration Statement has not been declared effective by the SEC on or before the date that is 90 days after the Closing Date, the Company shall, on the 91st day after the Closing Date and each 30th day thereafter, issue to become effectivethe Investor .01 additional shares of Common Stock (which shall be deemed to be Shares), for every Share purchased in the Offering until the Registration Statement is declared effective by the SEC (rounded up to the nearest Share after aggregating all Shares held by the Investor); (iiic) use its reasonable best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus which forms a part thereof (the “Prospectus”) Prospectus used in connection therewith as may be necessary to keep the Registration Statement current and effective for a period not exceeding, with respect to the Investors’ Second Closing Shareseach Investor's Shares purchased hereunder, the earlier earliest of (i) the second anniversary of the Closing Date, (ii) the date on which, in which the opinion of counsel to the Company, each of the Investors Investor may sell all Second Closing Shares then held by it in any 90-day period the Investor without restriction by volume limitations pursuant to Rule 144 under 144(k) of the Securities Act (without restriction by the volume limitations of Rule 144(e)) or (iiiii) such time as all Second Closing Shares purchased by the Investors such Investor in this Offering have been sold pursuant to a registration statement under the Securities Act or pursuant to Rule 144statement; (ivd) furnish to each of the Investors Investor with respect to the Second Closing Shares registered under the Registration Statement such number of copies of the Registration Statement, Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC Securities and Exchange Commission (“Preliminary Prospectuses”"PRELIMINARY PROSPECTUSES") in conformity with the requirements of the Securities Act and such other documents as such the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Second Closing Shares by such the Investor, provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to any the Investor shall be subject to the receipt by the Company of reasonable assurances from such the Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; (ve) file documents required of the Company Company, if any, for normal blue sky clearance in (i) in all U.S. jurisdictions in which any of the Shares are originally sold, and (ii) in states reasonably specified in writing by any Investor prior to the effectiveness of the Registration StatementInvestor, provided, however, that that, as to clause (ii) the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vif) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph (ia) through (ve) of this Section 1 6.1 and the registration of the Second Closing Shares pursuant to the Registration Statement, including without limitation (a) registration and filing fees with the SEC, (b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of Company counsel in connection with blue sky qualifications of the Second Closing Shares), (c) printing expenses, (d) fees and expenses incurred in connection with the listing of the Second Closing Shares, (e) fees and expenses of counsel and independent certified public accountants for the Company (including the expenses of any comfort letters), (f) the fees and expenses of any additional experts retained by the Company in connection with such registration, (g) fees and expenses in connection with any review of underwriting arrangements by the NASD Inc., including fees and expenses of any “qualified independent underwriter,” (h) internal Company expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), and (i) all reasonable fees and disbursements of one counsel for the Investors in connection with such registration; and (viig) advise each of the Investors, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. (b) . With a view to making available to the Investors Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors Investor to sell Second Closing Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as, in the opinion of counsel to the Company, as all of the Investors’ Second Closing Investor's Shares may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investors’ Second Closing Investor's Shares shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to each the Investor upon request, as long as such the Investor owns any Second Closing Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s 's most recent Annual Report on Form 10-KSB K or Quarterly Report on Form 10-QSBQ, and (C) such other information as may be reasonably requested in order to avail such the Investor of any rule or regulation of the SEC that permits the selling of any such Second Closing Shares without registration. (c) With respect to any Investor, it . It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 6.1 that such the Investor shall furnish to the Company such information regarding itself, the Second Closing Shares to be sold by such the Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Second Closing Shares. (d) Notwithstanding anything to the contrary herein, the Registration Statement shall cover only the Second Closing Shares. In no event at any time before the Registration Statement becomes effective with respect to the Second Closing Shares shall the Company publicly announce or file any other registration statement, other than a registration statement on Form S-8 relating solely to employee benefit plans, without the prior written consent of each of the Investors. (e) The Company understands that each of the Investors Investor disclaims being an underwriter, but any the Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder.

Registration Procedures and Expenses. (a) The Company shall: (ia) subject to receipt of necessary information from each of the Investors, prepare and file with the SEC, as soon as practicable within fifteen (15) business days after the Second Closing Date and in no event later than five (5) Business Days following the Second Closing Date, or, if the Second Closing Date shall not occur, as soon as practicable after the first date on which an Investor exchanges all or any portion of such Investor’s Exchangeable Note pursuant to Section 5.5(b) of the Agreement and in no event later than five (5) Business Days following such date, a registration statement on Form S-3 (the “Registration Statement”) to enable the resale of the Second Closing Shares by each of the Investors from time to time through the automated quotation system of the Nasdaq Stock Market or in privately-negotiated transactions; (ii) (Ab) use its reasonable best efforts, subject to receipt of necessary information from each of the Investors, to cause the Registration Statement to become effective as soon as practicable, but in no event later than sixty (60) days after the Registration Statement is filed by the Company, and (B) within five (5) Business Days after the receipt of a no review letter from the SEC, take all appropriate measures necessary to cause . If the Registration Statement has not been declared effective by the SEC on or before the date that is 120 days after the Closing Date (the “Required Effective Date”), the Company shall, on the 121st day and each 30th day thereafter, make a payment to become effectivethe Investor as partial compensation for such delay (the “Late Registration Payments”) equal to 1% of the purchase price paid for the Shares purchased by the Investor and not previously sold by the Investor (but in no event to exceed 5% in the aggregate) until the Registration Statement is declared effective by the SEC. The Late Registration Payments will be prorated on a daily basis during each 30 day period and will be paid to the Investor by wire transfer or check within five business days after the earlier of (i) the end of each 30 day period following the Required Effective Date or (ii) the effective date of the Registration Statement; (iiic) use its reasonable best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus which forms a part thereof (the “Prospectus”) Prospectus used in connection therewith as may be necessary to keep the Registration Statement current and effective for a period not exceeding, with respect to the Investors’ Second Closing Shareseach Investor’s Shares purchased hereunder, the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which, in which the opinion of counsel to the Company, each of the Investors Investor may sell all Second Closing Shares then held by it in any 90-day period pursuant to Rule 144 under the Securities Act (Investor without restriction by the volume limitations of Rule 144(e)) of the Securities Act or (iiiii) such time as all Second Closing Shares purchased by the Investors such Investor in this Offering have been sold pursuant to a registration statement under statement, and to notify each Investor promptly upon the Securities Act or pursuant to Rule 144Registration Statement and each post-effective amendment thereto, being declared effective by the SEC; (ivd) furnish to each of the Investors Investor with respect to the Second Closing Shares registered under the Registration Statement such number of copies of the Registration Statement, Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC Securities Exchange Commission (“Preliminary Prospectuses”) in conformity with the requirements of the Securities Act and such other documents as such the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Second Closing Shares by such the Investor, ; provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to any the Investor shall be subject to the receipt by the Company of reasonable assurances from such the Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; (ve) file documents required of the Company for normal blue sky clearance in states reasonably specified in writing by any Investor prior to the effectiveness of the Registration Statement, Investor; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vif) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph (ia) through (ve) of this Section 1 6.1 and the registration of the Second Closing Shares pursuant to the Registration Statement, including without limitation (a) registration and filing fees with the SEC, (b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of Company counsel in connection with blue sky qualifications of the Second Closing Shares), (c) printing expenses, (d) fees and expenses incurred in connection with the listing of the Second Closing Shares, (e) fees and expenses of counsel and independent certified public accountants for the Company (including the expenses of any comfort letters), (f) the fees and expenses of any additional experts retained by the Company in connection with such registration, (g) fees and expenses in connection with any review of underwriting arrangements by the NASD Inc., including fees and expenses of any “qualified independent underwriter,” (h) internal Company expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), and (i) all reasonable fees and disbursements of one counsel for the Investors in connection with such registration; and (viig) advise each of the Investors, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. (bh) With a view to making available to the Investors Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors Investor to sell Second Closing Shares to the public without registration, the Company covenants and agrees to use its commercially reasonable efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as, in the opinion of counsel to the Company, as all of the Investors’ Second Closing Investor’s Shares may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investors’ Second Closing Investor’s Shares shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to each the Investor upon request, as long as such the Investor owns any Second Closing Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-KSB K or Quarterly Report on Form 10-QSBQ, and (C) such other information as may be reasonably requested in order to avail such the Investor of any rule or regulation of the SEC that permits the selling of any such Second Closing Shares without registration. (c) With respect to any Investor, it . It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 6.1 that such the Investor shall furnish to the Company such information regarding itself, the Second Closing Shares to be sold by such Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Second Closing Shares. (d) Notwithstanding anything to the contrary herein, the Registration Statement shall cover only the Second Closing Shares. In no event at any time before the Registration Statement becomes effective with respect to the Second Closing Shares shall the Company publicly announce or file any other registration statement, other than a registration statement on Form S-8 relating solely to employee benefit plans, without the prior written consent of each of the Investors. (e) The Company understands that each of the Investors Investor disclaims being an underwriter, but any the Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder.

Registration Procedures and Expenses. (a) The Company shall: (ia) subject to receipt of reasonably necessary information from each of the InvestorsHolder, prepare and file with the Securities and Exchange Commission (“SEC”), as soon as practicable within fifteen (15) business days after the Second Closing Date and in no event later than closing price of the Company’s common stock (the “Common Stock”) for five (5) Business Days following the Second Closing Date, or, if the Second Closing Date shall not occurconsecutive trading days is at least $1.50 per share, as soon as practicable after reported by the first date domestic stock exchange or over-the-counter market on which an Investor exchanges all or any portion the shares of such Investor’s Exchangeable Note pursuant to Section 5.5(b) of Common Stock are listed (the Agreement and in no event later than five (5) Business Days following such date“Filing Date”), a registration statement on Form S-3 (the “Registration Statement”) on Form S-3 (except if the Company is not then eligible to register on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) to enable the resale of by the Second Closing Shares by each of the Investors Holders from time to time through of (x) the automated quotation system Investor Shares, (y) the Warrant Shares issued or issuable and (z) the shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Nasdaq Stock Market or in privately-negotiated transactionsforegoing (collectively, the “Registrable Securities”); (ii) (Ab) use its reasonable best efforts, subject to receipt of necessary information from each of the InvestorsHolder, to cause the Registration Statement to become effective as soon as practicable, but in no event later than sixty ninety (6090) days after the Filing Date (the “Required Effective Date”). If the Registration Statement (x) has not been filed by the applicable Required Effective Date, (y) has not been declared effective by the SEC on or before the Required Effective Date or (z) is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within twenty (20) business days (the “Required Cure Date”) by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, the Company shall, on the business day immediately following the Required Filing Date, Required Effective Date or Required Cure Date, as the case may be, and each 30th day thereafter, make a payment to each Holder as partial compensation for such delay (the “Late Registration Payments”) equal to one percent (1%) of the purchase price paid for the Warrant Shares and the Warrants purchased by each Holder and not previously sold by such Holder or otherwise registered by the Company pursuant to Section 1(a) or Section 6 until the Registration Statement is filed or declared effective by the Company, and (B) within five (5) Business Days after the receipt of a no review letter from the SEC, take all appropriate measures necessary as the case may be; provided, however, that in no event shall the payments made pursuant to cause this paragraph (b), if any, exceed in the aggregate twelve percent (12%) of such purchase price. Late Registration Payments will be prorated on a daily basis during each 30 day period and will be paid to each Holder by wire transfer or check within five business days after the earlier of (i) the end of each thirty day period following the Required Effective Date, Required Filing Date or Required Cure Date, as applicable or (ii) the effective date of the Registration Statement to become effectiveStatement; (iiic) use its reasonable best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus which forms a part thereof (the “Prospectus”) included as part of the Registration Statement as may be necessary to keep the Registration Statement current and effective for a period not exceeding, with respect to the Investors’ Second Closing Shares, ending on the earlier of (i) the date on which, in the opinion of counsel to the Company, each of the Investors which any Holder may sell all Second Closing Shares then held by it in any 90-day period Registrable Securities pursuant to paragraph (k) of Rule 144 under the Securities Act or any successor rule (without restriction by the volume limitations of “Rule 144(e)144”) or (ii) such time as all Second Closing Shares Registrable Securities purchased by the Investors such Holder have been sold pursuant to a registration statement under or Rule 144 (the Securities Act or pursuant “Effectiveness Period”), and to Rule 144notify each Holder promptly upon each Registration Statement and each post-effective amendment thereto, being declared effective by the SEC; (ivd) furnish to each of the Investors with respect to the Second Closing Shares registered under the Registration Statement any Holder such number of copies of the Registration Statement, Statements and the Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC (“Preliminary Prospectuses”) in conformity with the requirements of the Securities Act and such other documents as such Investor Holder may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Second Closing Shares Registrable Securities by such Investor, provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to any Investor shall be subject to the receipt by the Company of reasonable assurances from such Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary ProspectusesHolder; (ve) file documents required of the Company for normal blue sky clearance in states reasonably specified in writing by any Investor prior to the effectiveness of the Registration Statement, each Holder; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vif) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph (ia) through (ve) of this Section 1 and the registration of the Second Closing Shares Registrable Securities pursuant to the Registration Statement, including without limitation (a) registration and filing fees with the SEC, (b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of Company counsel in connection with blue sky qualifications of the Second Closing Shares), (c) printing expenses, (d) fees and expenses incurred in connection with the listing of the Second Closing Shares, (e) fees and expenses of counsel and independent certified public accountants for the Company (including the expenses of any comfort letters), (f) the fees and expenses of any additional experts retained by the Company in connection with such registration, Statements; (g) fees and expenses in connection with any review of underwriting arrangements by the NASD Inc., including fees and expenses of any “qualified independent underwriter,” (h) internal Company expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), and (i) all reasonable fees and disbursements of one counsel for the Investors in connection with such registration; and (vii) advise each of the InvestorsHolder, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the each Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.; and (bh) With with a view to making available to the Investors each Holder the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors each Holder to sell Second Closing Shares Registrable Securities to the public without registration, the Company covenants and agrees to use its commercially reasonable efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as, in the opinion of counsel to the Company, as all of the Investors’ Second Closing Shares Registrable Securities may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investors’ Second Closing Shares Registrable Securities shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Securities Exchange Act of 1934, as amended (“Exchange Act”); and (iii) furnish to each Investor upon request, as long as such Investor owns any Second Closing SharesHolder, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-KSB K or Quarterly Report on Form 10-QSBQ, and (C) such other information as may be reasonably requested in order to avail such Investor Holder of any rule or regulation of the SEC that permits the selling of any such Second Closing Shares Registrable Securities without registration. (c) With respect to any Investor, it shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 that such Investor shall furnish to the Company such information regarding itself, the Second Closing Shares to be sold by such Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Second Closing Shares. (d) Notwithstanding anything to the contrary herein, the Registration Statement shall cover only the Second Closing Shares. In no event at any time before the Registration Statement becomes effective with respect to the Second Closing Shares shall the Company publicly announce or file any other registration statement, other than a registration statement on Form S-8 relating solely to employee benefit plans, without the prior written consent of each of the Investors. (e) The Company understands that each of the Investors Holder disclaims being an underwriter, but any Investor being acknowledges that a determination by the SEC that such Holder is deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder.

Registration Procedures and Expenses. (a) The Except during a Suspension (as defined below), the Company shall: (i) will, subject to receipt of necessary information from each of the InvestorsPurchasers: (i) as soon as practicable, but in no event later than forty-five (45) days following the Closing Date (the “Filing Date”), use reasonable best efforts to prepare and file with the SEC, as soon as practicable after the Second Closing Date and in no event later than five (5) Business Days following the Second Closing Date, or, if the Second Closing Date shall not occur, as soon as practicable after the first date on which an Investor exchanges all or any portion of such Investor’s Exchangeable Note pursuant to Section 5.5(b) of the Agreement and in no event later than five (5) Business Days following such date, Commission a registration statement on Form S-3 (the “Registration Statement”) to enable covering the resale of the Second Closing Shares by and the Warrant Shares of each Purchaser that has complied with Section 6.4, together with any shares of the Investors capital stock issued or issuable, from time to time through the automated quotation system time, upon any reclassification, share combination, share subdivision, stock split, share dividend or similar transaction or event or otherwise as a distribution on, in exchange for or with respect to any of the Nasdaq Stock Market or foregoing, in privately-negotiated transactionseach case held at the relevant time by a Purchaser (the “Registrable Securities”); (ii) (A) use its reasonable best efforts, subject to receipt of necessary information from each of the Investors, efforts to cause the Registration Statement Statement, as amended, to become effective under the Securities Act as soon as practicable but in any event no event later than sixty 4:00 p.m. Eastern Time on the ninetieth (6090) days day after the Registration Statement is filed by Closing Date (the Company, and (B) within five (5) Business Days after the receipt of a no review letter from the SEC, take all appropriate measures necessary to cause the Registration Statement to become effective“Required Effective Date”); (iii) use reasonable best efforts to cause the prospectus to be filed with the Commission pursuant to Rule 424(b) under the Securities Act as soon as practicable but in any event no later than 9:00 a.m. Eastern Time the next business day following the date such Registration Statement is declared effective by the Commission; (iv) use its reasonable best efforts to promptly prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the prospectus which forms a part thereof used in connection therewith (the “Prospectus”A) as may be necessary to keep the Registration Statement current and continuously effective for a period not exceeding, with respect to the Investors’ Second Closing Shares, until the earlier of (i) the date on which, in the opinion of counsel to the Company, each second anniversary of the Investors may sell all Second Closing Shares then held by it in any 90-day period pursuant to Rule 144 under the Securities Act (without restriction by the volume limitations of Rule 144(e)) Date, or (ii) such time as all Second Closing Shares and Warrant Shares purchased by the Investors Purchasers have been sold pursuant to the Registration Statement and (B) as may be reasonably requested by a registration statement under the Securities Act Purchaser in order to incorporate information concerning such Purchaser or pursuant to Rule 144such Purchaser’s intended method of distribution; (ivv) so long as the Registration Statement is effective covering the resale of Registrable Securities owned by the Purchasers, furnish to each of the Investors Purchaser with respect to the Second Closing Shares Registrable Securities registered under the Registration Statement (and to each underwriter, if any, of such Registrable Securities) such reasonable number of copies of the Registration Statement, Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC (“Preliminary Prospectuses”) in conformity with the requirements of the Securities Act prospectuses and such other documents as such Investor Purchaser may reasonably request, request in order to facilitate the public sale or other disposition of all or any of the Second Closing Shares Registrable Securities by such Investor, provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to any Investor shall be subject to the receipt by the Company of reasonable assurances from such Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary ProspectusesPurchaser; (vvi) use commercially reasonable efforts to file documents required of the Company for normal blue sky Blue Sky clearance in the States of New York and Wisconsin and any other states reasonably specified in writing by any Investor prior to the effectiveness of the Registration Statement, Purchasers; provided, however, that the Company shall not be required to qualify to do business or consent to service of process generally in any jurisdiction in which it the Company is not now so qualified or has not so consentedqualified; (vivii) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph paragraphs (i) through (vvi) of this Section 1 6.1 and the registration of the Second Closing Shares Registrable Securities pursuant to the Registration Statement, including without limitation (a) registration and filing fees with the SEC, (b) other than fees and expenses expenses, if any, of compliance with securities counsel or blue sky laws (including reasonable other advisers to the Purchasers or underwriting discounts, brokerage fees and disbursements of Company counsel commissions incurred by the Purchasers, if any, in connection with blue sky qualifications an underwritten offering of the Second Closing Shares), (c) printing expenses, (d) fees and expenses incurred in connection with the listing of the Second Closing Shares, (e) fees and expenses of counsel and independent certified public accountants for the Company (including the expenses of any comfort letters), (f) the fees and expenses of any additional experts retained by the Company in connection with such registration, (g) fees and expenses in connection with any review of underwriting arrangements by the NASD Inc., including fees and expenses of any “qualified independent underwriter,” (h) internal Company expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), and (i) all reasonable fees and disbursements of one counsel for the Investors in connection with such registration; andRegistrable Securities; (viiviii) advise each of the Investors, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its all commercially reasonable efforts to prevent the issuance of any stop order or other order suspending the effectiveness of such Registration Statement and, if such an order is issued, to obtain its the withdrawal thereof at the earliest possible moment if time and to notify each Purchaser of the issuance of such stop order should be issued.and the resolution thereof; (b) With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors to sell Second Closing Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as, in the opinion of counsel to the Company, all of the Investors’ Second Closing Shares may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investors’ Second Closing Shares shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iiiix) furnish to each Investor upon requestPurchaser, as long as two (2) business days after the date that such Investor owns any Second Closing SharesRegistration Statement becomes effective, (Ax) a written statement by letter, dated such date, of outside counsel representing the Company that it has complied with (and reasonably acceptable to such Purchaser) addressed to such Purchaser, confirming the reporting requirements effectiveness of such Registration Statement and, to the Securities Act knowledge of such counsel, the absence of any stop order, and (y) in the Exchange Actcase of an underwriting, an opinion addressed to such Purchaser, dated such date, of such outside counsel, in such form and substance as is required to be given to the underwriters; (Bx) provide to each Purchaser and its representatives, if requested, the opportunity to conduct a copy reasonable inquiry of the Company’s most recent Annual Report on Form 10-KSB or Quarterly Report on Form 10-QSBfinancial and other records during normal business hours and make available its officers, directors and (C) employees for questions regarding information which such other information as Purchaser may be reasonably requested request in order to avail such Investor fulfill any due diligence obligation on its part, provided, that in the case of any rule or regulation of the SEC that permits the selling of any such Second Closing Shares without registration. this clause (c) With respect to any Investorx), it shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 that such Investor shall furnish to the Company such information regarding itself, the Second Closing Shares to be sold by such Investor, and the intended method of disposition of such securities as shall not be required to effect provide, and shall not provide, any Purchaser with material, non-public information unless such Purchaser agrees to receive such information and enters into a written confidentiality agreement with the registration Company; and (xi) not less than three trading days prior to the filing of a Registration Statement and not less than two trading days prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference) or, in the case of comments made by the staff of the Second Closing Shares. (d) Notwithstanding anything Commission and the Company’s responses thereto, within a reasonable period of time following the receipt thereof by the Company, furnish to each Purchaser copies of all such documents proposed to be filed or copies of such correspondence from and to the contrary herein, Commission relating to the Registration Statement shall cover only Statement, as the Second Closing Shares. In no event at any time before the Registration Statement becomes effective with respect case may be, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the Second Closing Shares review of such Purchasers. The Company shall reflect in each such document when so filed with the Commission such comments relating to such Purchaser as such Purchaser may reasonably propose; provided, however, that such comments from such Purchaser must be received by the Company publicly announce or file any other registration statement, other no later than a registration statement on Form S-8 relating solely one trading day prior to employee benefit plans, without the prior written consent filing of each of the Investors. (e) The Company understands that each of the Investors disclaims being an underwriter, but any Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder.such document with the

Registration Procedures and Expenses. (a) The Company shall: (ia) subject to receipt of necessary information from each of the Investors, prepare and file with the SEC, as soon as practicable after the Second Closing Date and practicable, but in no event later than five thirty (530) Business Days following days after the Second Closing Date, or, if the Second Closing Date shall not occur, as soon as practicable after the first date on which an Investor exchanges all or any portion of such Investor’s Exchangeable Note pursuant to Section 5.5(b) of the Agreement and in no event later than five (5) Business Days following such date, a registration statement on Form S-3 (the “"Registration Statement”") to enable the resale of the Second Closing Shares by each of the Investors from time to time through the automated quotation system of the Nasdaq Stock Market or in privately-privately negotiated transactions;. If the Registration Statement is not declared effective by August 2, 2000 (the "Final Effectiveness Date") and does not remain effective for 30 continuous days from the first date of effectiveness, the Purchaser shall be entitled to a stock dividend in the amount of 2%; provided that the amount of such stock dividend shall increase by 1.5% at each of the first two three-month anniversaries of the Final Effectiveness Date if the Registration Statement has not been declared effective and remained effective for 30 continuous days from the date of first effectiveness as of such three month anniversaries; provided further that any such stock dividend shall not exceed in the aggregate 5%. (ii) (Ab) use its reasonable best efforts, subject to receipt of necessary information from each of the Investors, to cause the Registration Statement to become effective as soon as practicable, but in no event later than sixty ninety (6090) days after the Registration Statement is filed by the Company, and (B) within five (5) Business Days after the receipt of a no review letter from the SEC, take all appropriate measures necessary to cause the Registration Statement to become effective; (iiic) use its reasonable best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus which forms a part thereof (the “Prospectus”) Prospectus used in connection therewith as may be necessary to keep the Registration Statement current and effective for a period not exceeding, with respect to the Investors’ Second Closing Shareseach Investor's Shares purchased hereunder, the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which, in which the opinion of counsel to the Company, each of the Investors Investor may sell all Second Closing Shares then held by it in any 90-day period pursuant to Rule 144 under the Securities Act (Investor without restriction by the volume limitations of Rule 144(e)) of the Securities Act or (iiiii) such time as all Second Closing Shares purchased by the Investors such Investor in this Offering have been sold pursuant to a registration statement under the Securities Act or pursuant to Rule 144statement; (ivd) furnish to each of the Investors Investor with respect to the Second Closing Shares registered under the Registration Statement such number of copies of the Registration Statement, Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC (“Preliminary Prospectuses”) Prospectuses in conformity with the requirements of the Securities Act and such other documents as such the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Second Closing Shares by such the Investor, provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to any the Investor shall be subject to the receipt by the Company of reasonable assurances from such the Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; (ve) file documents required of the Company for normal blue sky clearance in states reasonably specified in writing by any Investor prior to the effectiveness of the Registration StatementInvestor, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vif) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph (ia) through (ve) of this Section 1 7.1 and the registration of the Second Closing Shares pursuant to the Registration Statement, including without limitation (a) registration and filing fees with the SEC, (b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of Company counsel in connection with blue sky qualifications of the Second Closing Shares), (c) printing expenses, (d) fees and expenses incurred in connection with the listing of the Second Closing Shares, (e) fees and expenses of counsel and independent certified public accountants for the Company (including the expenses of any comfort letters), (f) the fees and expenses of any additional experts retained by the Company in connection with such registration, (g) fees and expenses in connection with any review of underwriting arrangements by the NASD Inc., including fees and expenses of any “qualified independent underwriter,” (h) internal Company expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), and (i) all reasonable fees and disbursements of one counsel for the Investors in connection with such registration; and (viig) advise each of the InvestorsInvestor, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. (bh) With with a view to making available to the Investors Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors Investor to sell Second Closing Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as, in on which the opinion of counsel Company is not required to keep the Registration Statement current and effective with respect to the CompanyInvestor's Shares, all of the Investors’ Second Closing Shares may be resold pursuant to Rule 144(kas specified in paragraph (c) or any other rule of similar effect or (B) such date as all of the Investors’ Second Closing Shares shall have been resoldabove; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to each the Investor upon request, as long as such the Investor owns any Second Closing Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s 's most recent Annual Report on Form 10-KSB K or Quarterly Report on Form 10-QSBQ, and (C) such other information as may be reasonably requested in order to avail such the Investor of any rule or regulation of the SEC that permits the selling of any such Second Closing Shares without registration. (c) With respect to any Investor, it . It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 7.1 that such the Investor shall furnish to the Company such information regarding itself, the Second Closing Shares to be sold by such Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Second Closing Shares. (d) Notwithstanding anything to the contrary herein, the Registration Statement shall cover only the Second Closing Shares. In no event at any time before the Registration Statement becomes effective with respect to the Second Closing Shares shall the Company publicly announce or file any other registration statement, other than a registration statement on Form S-8 relating solely to employee benefit plans, without the prior written consent of each of the Investors. (e) The Company understands that each of the Investors Investor disclaims being an underwriter, but any the Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder, provided, however, that if the Company receives notification from the SEC that the Investor is deemed an underwriter, then the period by which the Company is obligated to submit an acceleration request to the SEC shall be extended to the earlier of (i) the 90th day after such SEC notification, or (ii) 120 days after the initial filing of the Registration Statement with the SEC.