Common use of Registration Statement; Expenses Clause in Contracts

Registration Statement; Expenses. The Company shall: (A) within 120 days after the date of this Agreement, use its best efforts to file a shelf registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale of the Underlying Stock. The Company agrees to use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as soon as practicable thereafter; (B) notify the Noteholders promptly upon the Registration Statement, or any post-effective amendment thereto, being declared effective by the SEC; (C) prepare and file with the SEC such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the date on which the Underlying Stock may be resold by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has been sold pursuant to the Registration Statement or Rule 144(k) under the Securities Act or any other rule of similar effect; (D) promptly furnish to the Noteholders with respect to the Underlying Stock registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock by the holders thereof; (E) use its reasonable efforts to register or qualify the Underlying Stock under state securities or Blue Sky laws of such states as the Noteholders reasonably request; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified or execute a general consent to service of process; and (F) bear all fees and expenses incurred by the Company in connection with the performance of its obligations in this Section 5.17(a)(i) as well as fees and expenses of counsel to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the Noteholders.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D. (b) as soon as practicable after the date Closing Date, but in no event later than the 30th day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of this Agreementthe Shares by the Purchasers from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (c) provide to Purchasers any information required to permit the sale of the Shares under Rule 144A of the Securities Act; (d) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by on or before 90 days after the SEC as soon as practicable thereafterClosing Date; (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the date on which the Underlying Stock Shares may be resold by the Purchasers without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Dg) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent to service of processhas not so consented; and (Fj) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (i) of its obligations in this Section 5.17(a)(i) as well as fees 7.1.1 and expenses the registration of counsel the Shares pursuant to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersRegistration Statement.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D. (b) as soon as practicable after the date Closing Date, but in no event later than the [***] day following the Closing Date, prepare and file with the Commission a Registration Statement on Form F-3 relating to the sale of this Agreementthe Shares by the Purchaser from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company’s Common Stock is then traded) or in privately negotiated transactions (the “Registration Statement”); (c) provide to the Purchaser any information required to permit the sale of the Shares under rule 144A of the Securities Act; (d) subject to receipt of necessary information from the Purchaser, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission’s willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by on or before 90 days after the SEC as soon as practicable thereafterClosing Date; (Be) notify the Noteholders Purchaser promptly upon the Registration Statement, or any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC such Commission such, amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 1.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) one year after the effective date of the Registration Statement, (ii) the date on which the Underlying Stock Shares may be resold by the Purchaser without registration or without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (iiiii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) under the Securities Act or any other rule of similar effect; (Dg) promptly furnish to the Noteholders Purchaser with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchaser; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act, to the extent such requirements are applicable to the Company, within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent to service of processhas not so consented; and (Fj) bear all fees and [***] expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (f) of its obligations in this Section 5.17(a)(i1.1.1 and the registration of the Shares pursuant to the Registration Statement, including fees and expenses (whether external or internal) as well as of up to [***] of the Purchaser, but not including any fees and expenses of counsel any other advisers to the Noteholders reasonably incurred, exclusive of Purchaser or brokerage fees or underwriting discounts and commissions incurred by the NoteholdersPurchaser.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days as soon as practicable after the date of this AgreementClosing Date, use its best efforts to but in no event later than June 30, 2002, prepare and file a shelf registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SECCommission") a Registration Statement on Form S-1 or Form S-3 (or other appropriate formor, if the Company is ineligible to use Form S-3, then on Form S-1) with respect relating to the resale sale of the Underlying Stock. The Company agrees Shares by the Purchasers from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (b) provide to the Purchasers any information required to permit the sale of the Shares under Rule 144A of the Securities Act; (c) subject to receipt of necessary information from the Purchasers, use its commercially reasonable best efforts to cause the Commission to declare the Registration Statement to be declared effective by the SEC as soon as practicable thereafterafter the Registration Statement is filed with the Commission; (Bd) notify the Noteholders Purchasers promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SECCommission; (Ce) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 1.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the date on which the Underlying Stock Shares may be resold by the Purchasers without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Df) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eg) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (h) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent has not so consented; (i) advise each Purchaser, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission 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 best efforts to service prevent the issuance of processany stop order or to obtain its withdrawal at the earliest practicable moment if such stop order should be issued; and (Fj) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (i) of its obligations in this Section 5.17(a)(i) as well as fees 1.1.1 and expenses the registration of counsel the Shares pursuant to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersRegistration Statement.

Registration Statement; Expenses. The Company shall: (Aa) within 120 file as soon as practicable, but in no event later than 15 days after the date of the Closing, a Form D relating to the sale of the Securities under this Agreement, pursuant to Regulation D under the Securities Act. (b) as soon as practicable after the Closing Date, but in no event later than the 30th day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of the Conversion Shares (and all shares issuable in respect thereof, whether as stock dividends, pursuant to Section 6.1.2 or otherwise) by the Purchasers from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company’s Common Stock is then traded) or in privately negotiated transactions (the “Registration Statement”); (c) the Company shall use its best efforts to cause such Registration Statement to become effective, and, keep such Registration Statement effective for a period of up to two years from the Closing Date, or such lesser period of time as all of the Conversion Shares have been sold or can be sold without restriction under Rule 144; (d) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission’s willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective on or before 60 days (or 120 days in the event the Registration Statement is reviewed by the SEC as soon as practicable thereafterCommission) after the initial filing of the Registration Statement (the “Required Effectiveness Date”); (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 6.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the second anniversary of the Closing Date and (ii) the date on which the Underlying Stock may Conversion Shares can be resold sold by reason non-affiliates of the Company without registration under Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) such period, the date upon which all of the Underlying Stock has been sold pursuant to the Registration Statement or Rule 144(k) under the Securities Act or any other rule of similar effect“Effectiveness Period”); (Dg) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Conversion Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent to service of processhas not so consented; and (Fj) bear all fees and expenses incurred by of the Company in connection with the performance procedures in paragraphs (a) through (i) of its obligations in this Section 5.17(a)(i) as well as fees 6.1.1 and expenses the registration of counsel the Conversion Shares pursuant to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersRegistration Statement.

Registration Statement; Expenses. The Company shall: (A) within 120 days after the date of this Agreement, use its best efforts to prepare and file a shelf registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SECCommission") within forty-five (45) days of the date of Closing a Registration Statement on Form S-1 or Form S-3 (or other appropriate formor, if the Company is ineligible to use Form S-3, then on Form S-1) with respect relating to the resale sale of the Underlying Stock. The Company agrees to use its commercially reasonable efforts to cause the Registration Statement to be declared effective Shares by the SEC as soon as practicable thereafterHolders from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (B) provide to the Holders any information required to permit the sale of the Shares under Rule 144A of the Securities Act; (C) subject to receipt of necessary information from the Holders, use its reasonable best efforts to cause the Commission to declare the Registration Statement effective as soon as practicable after the Registration Statement is filed with the Commission; (D) notify the Noteholders Holders promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SECCommission; (CE) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 1.3.1 below) and take such other action, if any, as may be necessary to comply with Rule 415 and other applicable rules of the Commission as shall be necessary to keep the Registration Statement effective until the earlier of (i) the date on which the Underlying Stock Shares may be resold by the Holders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (DF) promptly furnish to the Noteholders Holders with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofHolders; (EG) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Sections 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (H) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent has not so consented; (I) advise the Holders, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission 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 best efforts to service prevent the issuance of processany stop order or to obtain its withdrawal at the earliest practicable moment if such stop order should be issued; and (FJ) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (i) of its obligations in this Section 5.17(a)(i) as well as fees 1.1.1 and expenses the registration of counsel the Shares pursuant to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersRegistration Statement.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days after file in a timely manner a Form D relating to the date sale of the Common Shares under this Agreement, pursuant to Regulation D as promulgated by the Commission; (b) use its best efforts to prepare and file with the Commission a Registration Statement (the “Registration Statement”) on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1), relating to the sale of the Registrable Shares by the Purchasers from time to time on Nasdaq (National Market, Small Cap Market or the facilities of any national securities exchange on which the Company’s Common Shares are then traded) or in privately negotiated transactions, within 30 days following the Closing Date (subject to receipt of necessary information from the Purchasers); (c) provide to Purchasers any information required to permit the sale of Purchased Shares or Warrant Shares under Rule 144 of the Securities Act; (d) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission’s willingness to use its commercially reasonable efforts to cause declare the Registration Statement effective on or before 90 days after filing the Registration Statement with the Commission or on or before 120 days after such filing in the event the Commission initiates a review of the Registration Statement; provided, however, the Company shall be obligated to request that the Commission accelerate the date upon which the Registration Statement will be declared effective within five business days after the Company’s receipt of notice from the Commission that the Commission will not undertake any further review or comment of the Registration Statement and if the Company fails to do so, the Company shall pay to each Purchaser liquidated damages in an amount equal to 0.25% of the total purchase price of the Purchased Shares purchased by such Purchaser pursuant to this Agreement for each week the SEC as soon as practicable thereafterCompany fails to request such acceleration; (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the date on which the Underlying Stock all Registrable Shares may be resold by the Purchasers without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has Registrable Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Dg) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Common Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Common Shares registered under the Registration Statement by the holders thereofPurchasers; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent has not so consented; (j) bear all expenses in connection with the procedures in paragraphs (a) through (i) of this Section 7.1.2 and the registration of the Registrable Shares pursuant to service the Registration Statement, not including any fees or expenses of processcounsel for the Purchasers; and (Fk) bear all fees and expenses incurred by cause the Company Registration Statement not to relate to any Common Shares other than the Registrable Shares, any Common Shares issuable to the Placement Agent (as defined in Exhibit B) upon the exercise of warrants granted to the Placement Agent in connection with the performance of its obligations this Agreement and related transactions and any Common Shares that have registration rights that were granted in this Section 5.17(a)(i) as well as fees and expenses of counsel writing prior to the Noteholders reasonably incurred, exclusive date of brokerage fees or underwriting discounts and commissions incurred by the Noteholdersthis Agreement.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D. (b) as soon as practicable after the date Closing Date, but in no event later than the thirtieth (30th) day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 or on any other appropriate form for the registration of this Agreementthe resale of the Shares by the Purchaser relating to the sale of the Shares by the Purchaser from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (c) provide to Purchaser any information required to permit the sale of the Shares under rule 144A of the Securities Act; (d) subject to receipt of necessary information from the Purchaser, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective on or before 90 days after the date of the filing thereof by the SEC as soon as practicable thereafterCompany with the Commission pursuant to clause (b) above; (Be) notify the Noteholders Purchaser promptly upon the Registration Statement, or any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) two years after the effective date of the Registration Statement, (ii) the date on which the Underlying Stock Shares may be resold by the Purchaser without registration or without regard to any volume limitations by reason of Rule 144(k) 144 under the Securities Act or any other rule of similar effect or (iiiii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Dg) promptly furnish to the Noteholders Purchaser with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchaser; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent to service of processhas not so consented; and (Fj) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (f) of its obligations in this Section 5.17(a)(i7.1.1 and the registration of the Shares pursuant to the Registration Statement, including legal fees and expenses (whether external or internal) as well as of up to $15,000 in the aggregate of the Purchaser, but not including any fees and expenses of counsel any other advisers to the Noteholders reasonably incurred, exclusive of Purchaser or brokerage fees or underwriting discounts and commissions incurred by the NoteholdersPurchaser.

Registration Statement; Expenses. The Company Company, which as of the date of Closing is eligible to use a Form S-3 registration statement, shall: (Aa) within 120 days file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D and shall, upon request, furnish a copy of such Form D to the Purchasers; (b) as soon as practicable after the date Closing Date, but in no event later than the 30th day following the Closing Date, prepare and file with the Commission a Registration Statement, which shall comply in all material respects with the securities laws, on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of this Agreementthe Shares by the Purchasers from time to time on the Nasdaq National Market, the NYSE or the AMEX markets, or in privately negotiated transactions (the "Registration Statement"); (c) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by on or before 120 days after the SEC as soon as practicable thereafterClosing Date; (Bd) notify the Noteholders Purchasers promptly upon the Registration Statement, or any post-effective amendment thereto, Statement being declared effective by the SECCommission; (Ce) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) two years after the effective date of the Registration Statement, (ii) the date on which the Underlying Stock Shares may be resold by the Purchasers without registration or without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (iiiii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) under the Securities Act or any other rule of similar effect; (Df) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, and, upon request, the Preliminary Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eg) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (h) timely file documents required of the Company for customary state level securities law clearance in all states requiring such clearance; (i) bear all expenses in connection with the procedures in paragraphs (a) through (f) of this Section 7.1.1 and the registration of the Shares pursuant to the Registration Statement, including fees and expenses (whether external or Blue Sky laws internal) of up to $15,000 of the Purchaser, but not including any fees and expenses of any other advisers to the Purchasers or brokerage fees and commissions incurred by the Purchasers; (j) not allow any shareholders other than the Purchasers to include their shares in the Registration Statement; (k) not file another registration statement, or make any other offers of securities which would cause the Shares to be integrated with any other securities offering of the Company, except that the Company may file any registration statement required pursuant to that certain Registration Rights Agreement between the Company and certain buyers dated January 18, 2000 and may issue shares pursuant to conversion of the Series B Preferred Stock; (l) provide Purchasers with a copy of the Registration Statement at least five (5) business days prior to filing such states as Registration Statement and to allow Purchasers' counsel to comment on and to approve any information in the Noteholders reasonably requestRegistration Statement relating to such Purchaser; provided, however, that the Company 30 day deadline in Section 7.1.1(b), the 120 day deadline in Section 7.1.1 (c), and the 120 day deadline in Section 7.1.2 shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified or execute a general consent to service of process; and (F) bear all fees and expenses incurred extended by the Company in connection with number of days past the performance fifth business day that the filing of its obligations in this Section 5.17(a)(i) as well as fees and expenses such Registration Statement is delayed due to the rights of Purchasers' counsel to approve the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by aforementioned information in the NoteholdersRegistration Statement.

Registration Statement; Expenses. The Company shall: (Ai) within 120 days after file in a timely manner a Form D relating to the date sale of the Shares and the Warrants under this Agreement, pursuant to Regulation D as promulgated by the Commission; (ii) as soon as practicable after the Closing Date, but in no event later than the 30th day following the Closing Date (subject to receipt of necessary information from Investors), prepare and file with the Commission a Registration Statement on Form S-1 (or, if the Company is eligible to use its best efforts Form S-3, then on Form S-3) relating to file a shelf registration statement the sale of the Registrable Shares by Investor from time to time on the American Stock Exchange (or the facilities of any national securities exchange or automated quotation system on which the Company's Common Stock are then traded or quoted) or in privately negotiated transactions (the "Registration Statement"); (iii) with provide to Investors any information required to permit the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale sale of the Underlying Stock. The Company agrees Company's Common Stock under Rule 144 of the Act; (iv) subject to receipt of necessary information from Investors, use its commercially reasonable efforts to cause the Registration Statement to be declared effective by under the SEC Act as soon promptly as practicable thereafterpossible after the filing thereof, but in any event prior to the 90th day following the Closing Date; (Bv) notify the Noteholders Investors promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SECCommission; (Cvi) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) below) prospectus and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the date on which the Underlying Stock Registrable Shares may be resold without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has Registrable Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effecteffect (the "Effectiveness Period"); (Dvii) promptly furnish to the Noteholders Investor with respect to the Underlying shares of Common Stock registered under the Registration Statement such reasonable number of copies of the Prospectusprospectus, including any supplements to or amendments of the Prospectusprospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying shares of Common Stock by the holders thereofInvestors; (Eviii) use its reasonable efforts to register or qualify during the Underlying Stock under state securities or Blue Sky laws period when copies of such states as the Noteholders reasonably request; provided, however, that the Company shall not be prospectus are required to qualify be delivered under the Act or the Exchange Act, will file all documents required to do business in any jurisdiction in which it is not now so qualified be filed with the Commission pursuant to Section 13, 14 or execute a general consent to service 15 of processthe Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; and (Fix) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (i) through (viii) of its obligations in this Section 5.17(a)(i5(b) as well as fees and expenses the registration of counsel the Registrable Shares pursuant to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersRegistration Statement.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D. (b) as soon as practicable after the date Closing Date, but in no event later than the 20th day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of this Agreementthe Shares by the Purchasers from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (c) provide to Purchasers any information required to permit the sale of the Shares under Rule 144A of the Securities Act; (d) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by on or before 90 days after the SEC as soon as practicable thereafterClosing Date; (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the date on which the Underlying Stock Shares may be resold by the Purchasers without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Dg) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent to service of processhas not so consented; and (Fj) bear all fees and its expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (i) of its obligations in this Section 5.17(a)(i) as well as fees 7.1.1 and expenses the registration of counsel the Shares pursuant to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersRegistration Statement.

Registration Statement; Expenses. The Except for such times as the Company shallmay be required to suspend the use of a prospectus forming a part of the Registration Statement as further described in Section 5.2 hereof, the Company shall use its reasonable best efforts to: (Aa) within 120 days after file in a timely manner a Form D relating to the date sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D. (b) as soon as practicable after the Closing Date, but in no event later than the 15th day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use its best efforts Form S-3, then on Form S-1) relating to file a shelf registration statement the sale of the Shares by the Purchaser from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (c) with subject to receipt of necessary information from the Securities and Exchange Purchaser, cause the Commission (to notify the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by on or before 120 days after the SEC as soon as practicable thereafterClosing Date; (Bd) notify the Noteholders Purchaser promptly upon the Registration Statement, or any post-effective amendment thereto, Statement being declared effective by the SECCommission; (Ce) prepare and file with the SEC Commission such amendments and supplements supple- ments to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) two years after the effective date of the Registration Statement, (ii) the date on which the Underlying Stock Shares may be resold by reason of Rule 144(k) under the Securities Act Purchaser without registration or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has been sold pursuant without regard to the Registration Statement or Rule 144(k) under the Securities Act or any other rule of similar effect; (D) promptly furnish to the Noteholders with respect to the Underlying Stock registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock by the holders thereof; (E) use its reasonable efforts to register or qualify the Underlying Stock under state securities or Blue Sky laws of such states as the Noteholders reasonably request; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified or execute a general consent to service of process; and (F) bear all fees and expenses incurred by the Company in connection with the performance of its obligations in this Section 5.17(a)(i) as well as fees and expenses of counsel to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the Noteholders.any

Registration Statement; Expenses. The Company shall: (A) within 120 days after the date of this Agreement, shall use its best efforts to: (a) as soon as practicable, but not more than 10 business days after the Closing, prepare and file with the Commission a Registration Statement on Form S-3 relating to file a shelf registration statement the sale of the Shares by the Purchaser from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (b) with subject to receipt of necessary information from the Securities and Exchange Purchaser, cause the Commission (to notify the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by within 90 days after the SEC as soon as practicable thereafterRegistration Statement is filed with the Commission; (B) notify the Noteholders promptly upon the Registration Statement, or any post-effective amendment thereto, being declared effective by the SEC; (Cc) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) two years after the effective date of the Registration Statement, (ii) the date on which the Underlying Stock Shares may be resold by the Purchaser without registration or without regard to any volume limitations by reason of Rule 144(k) 144 under the Securities Act or any other rule of similar effect or (iiiii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Dd) promptly furnish to the Noteholders Purchaser with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchaser; (Ee) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (f) file documents required of the Company for customary Blue Sky laws of such clearance in states as specified in writing by the Noteholders reasonably requestPurchaser; 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 execute a general consent to service of processhas not so consented; and (Fg) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (f) of its obligations in this Section 5.17(a)(i) as well as 7.1.1 and the registration of the Shares pursuant to the Registration Statement, other than any fees and expenses of counsel or other advisers to the Noteholders reasonably incurredPurchaser, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersPurchaser. 27 The Purchaser acknowledges and agrees that the Registration Statement filed under this Section, in addition to the Shares held by the Purchaser, shall include Shares held by other purchasers in the Offering and, at the Company's election, may include shares of Common Stock held by other Company shareholders or issuable under any warrants, options or convertible securities.

Registration Statement; Expenses. The Except for such times as the Company shallmay be required to suspend the use of a prospectus forming a part of the Registration Statement as further described in Section V.B hereof and subject to applicable law, the Company shall use reasonable efforts to: (Aa) within 120 days as soon as practicable after the date Closing Date, but in no event later than the 15th business day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 relating to the sale of this Agreement, use its best efforts the Shares by the Purchasers from time to file a shelf registration statement time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); b) with subject to receipt of necessary information from the Securities and Exchange Purchasers, cause the Commission (to notify the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by on or before 120 days after the SEC as soon as practicable thereafterClosing Date; (Bc) notify the Noteholders Purchasers promptly upon the Registration Statement, or any post-effective amendment thereto, Statement being declared effective by the SECCommission; (Cd) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) C.1 below) and take such other action, if any, as may be reasonably necessary to keep the Registration Statement effective until the earlier of (i) two years after the effective date of the Registration Statement, (ii) the date on which the Underlying Stock Shares may be resold by the Purchasers without registration or without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (iiiii) the date upon which such time as all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement a registration statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (De) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Ef) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; g) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring Blue Sky clearance; provided, however, that (a) 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 execute a has not so consented; (b) the Company shall not be subjected to general consent taxation in any state; and (c) the Company shall not be required to service make any change in its certificate of processincorporation or bylaws, which the Company's Board of Directors determines to be contrary to the best interests of the Company and its stockholders; and (Fh) bear all fees and reasonable expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (g) of its obligations in this Section 5.17(a)(i1 and the registration of the Shares by the Company pursuant to the Registration Statement including reasonable fees and expenses (whether external or internal) as well as of up to $15,000 in the aggregate of the Purchasers, but not including any fees and expenses of counsel any other advisers to the Noteholders reasonably incurred, exclusive of Purchasers or brokerage fees or underwriting discounts and commissions incurred by the NoteholdersPurchasers.

Registration Statement; Expenses. The Company shall: (A) within 120 days file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D. (B) as soon as practicable after the date Closing Date, but in no event later than the forty-fifth (45th) day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of this Agreementthe Shares by the Purchasers from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (C) provide to Purchasers any information required to permit the sale of the Shares under rule 144A of the Securities Act; (D) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by on or before one hundred and twenty (120) days after the SEC as soon as practicable thereafterClosing Date; (BE) notify the Noteholders Purchasers promptly upon the Registration Statement, or any post-effective amendment thereto, Statement being declared effective by the SECCommission; (CF) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) two years after the effective date of the Registration Statement, (ii) the date on which the Underlying Stock Shares may be resold by the Purchasers without registration or without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (iiiii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) under the Securities Act or any other rule of similar effect; (DG) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (EH) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (I) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent to service of processhas not so consented; and (FJ) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (f) of its obligations in this Section 5.17(a)(i7.1.1 and the registration of the Shares pursuant to the Registration Statement, including fees and expenses (whether external or internal) as well as of up to $15,000 of the Purchaser, but not including any fees and expenses of counsel any other advisers to the Noteholders reasonably incurred, exclusive of Purchasers or brokerage fees or underwriting discounts and commissions incurred by the NoteholdersPurchasers.

Registration Statement; Expenses. The Company Company, which as of the date of Closing is eligible to use a Form S-3 registration statement, shall: (Aa) within 120 days file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D and shall, upon request, furnish a copy of such Form D to the Purchasers; (b) as soon as practicable after the date Closing Date, but in no event later than the 30th day following the Closing Date, prepare and file with the Commission a Registration Statement, which shall comply in all material respects with the securities laws, on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of this Agreementthe Shares by the Purchasers from time to time on the Nasdaq National Market, the NYSE or the AMEX markets, or in privately negotiated transactions (the "Registration Statement"); (c) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by on or before 120 days after the SEC as soon as practicable thereafterClosing Date; (Bd) notify the Noteholders Purchasers promptly upon the Registration Statement, or any post-effective amendment thereto, Statement being declared effective by the SECCommission; (Ce) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) two years after the effective date of the Registration Statement, (ii) the date on which the Underlying Stock Shares may be resold by the Purchasers without registration or without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (iiiii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) under the Securities Act or any other rule of similar effect; (Df) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, and, upon request, the Preliminary Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eg) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (h) timely file documents required of the Company for customary state level securities law clearance in all states requiring such clearance; (i) bear all expenses in connection with the procedures in paragraphs (a) through (f) of this Section 7.1.1 and the registration of the Shares pursuant to the Registration Statement, including fees and expenses (whether external or Blue Sky laws internal) of up to $15,000 of the Purchaser, but not including any fees and expenses of any other advisers to the Purchasers or brokerage fees and commissions incurred by the Purchasers; (j) not allow any shareholders other than the Purchasers to include their shares in the Registration Statement; (k) not file another registration statement, or make any other offers of securities which would cause the Shares to be integrated with any other securities offering of the Company, except that the Company may file any registration statement required pursuant to that certain Registration Rights Agreement between the Company and certain buyers dated January 18, 2000 and may issue shares pursuant to conversion of the Series B Preferred Stock; (l) provide Purchasers with a copy of the Registration Statement at least five (5) business days prior to filing such states as Registration Statement and to allow Purchasers' counsel to comment on and to approve any information in the Noteholders reasonably requestRegistration Statement relating to such Purchaser; provided, however, that the Company 30 day deadline in Section 7.1.1(b), the 120 day deadline in Section 7.1.1(c), and the 120 day deadline in Section 7.1.2 shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified or execute a general consent to service of process; and (F) bear all fees and expenses incurred extended by the Company in connection with number of days past the performance fifth business day that the filing of its obligations in this Section 5.17(a)(i) as well as fees and expenses such Registration Statement is delayed due to the rights of Purchasers' counsel to approve the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by aforementioned information in the NoteholdersRegistration Statement.

Registration Statement; Expenses. The Company shall: (A) within 120 days after the date of this Agreement, shall use its best efforts to: (a) Within five (5) business days after the Closing, prepare and file with the Commission a Registration Statement on Form S-3 relating to file a shelf registration statement the sale of the Shares by the Purchaser from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (b) with subject to receipt of necessary information from the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale of the Underlying Stock. The Company agrees to use its commercially reasonable efforts Purchaser, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 90 days after the Closing, immediately notify the Purchaser of such effectiveness, and furnish to be declared effective by the SEC as soon as practicable thereafterPurchaser one copy of the current prospectus within five business days of effectiveness of the Registration Statement; (B) notify the Noteholders promptly upon the Registration Statement, or any post-effective amendment thereto, being declared effective by the SEC; (Cc) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) two years after the effective date of the Registration Statement, (ii) the date on which the Underlying Stock Shares may be resold by the Purchaser without registration or without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (iiiii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) under the Securities Act or any other rule of similar effect; (Dd) promptly furnish to the Noteholders Purchaser with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchaser; (Ee) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (f) file documents required of the Company for customary Blue Sky laws of such clearance in states as specified in writing by the Noteholders reasonably requestPurchaser; 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 execute a general consent to service of processhas not so consented; and (Fg) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (f) of its obligations in this Section 5.17(a)(i) as well as fees 7.1.1 and expenses the registration of counsel the Shares pursuant to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the Noteholders.Registration

Registration Statement; Expenses. The Company shall: (A) within 120 days after the date of this Agreement, shall use its best efforts to: (a) as soon as practicable, but not more than 10 business days after the Closing, prepare and file with the Commission a Registration Statement on Form S-3 relating to file a shelf registration statement the sale of the Shares by the Purchaser from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (b) with subject to receipt of necessary information from the Securities and Exchange Purchaser, cause the Commission (to notify the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by within 90 days after the SEC as soon as practicable thereafterRegistration Statement is filed with the Commission; (B) notify the Noteholders promptly upon the Registration Statement, or any post-effective amendment thereto, being declared effective by the SEC; (Cc) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) two years after the effective date of the Registration Statement, (ii) the date on which the Underlying Stock Shares may be resold by the Purchaser without registration or without regard to any volume limitations by reason of Rule 144(k) 144 under the Securities Act or any other rule of similar effect or (iiiii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Dd) promptly furnish to the Noteholders Purchaser with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchaser; provided, however, that the obligation of the Company to deliver copies of the Prospectus to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser 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 the Prospectus; (Ee) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (f) file documents required of the Company for customary Blue Sky laws of such clearance in states as specified in writing by the Noteholders reasonably requestPurchaser; 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 execute a general consent to service of processhas not so consented; and (Fg) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (f) of its obligations in this Section 5.17(a)(i) as well as 7.1.1 and the registration of the Shares pursuant to the Registration Statement, other than any fees 11 and expenses of counsel or other advisers to the Noteholders reasonably incurredPurchaser, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersPurchaser. The Purchaser acknowledges and agrees that the Registration Statement filed under this Section, in addition to the Shares held by the Purchaser, shall include Shares held by other purchasers in the Offering and, at the Company's election, may include shares of Common Stock held by other Company shareholders or issuable under any warrants, options or convertible securities.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D. (b) as soon as practicable after the date Closing Date, but in no event later than the 20th day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of this Agreementthe Shares by the Purchasers from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (c) provide to Purchasers any information required to permit the sale of the Shares under Rule 144A of the Securities Act; (d) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by on or before 90 days after the SEC as soon as practicable thereafterClosing Date; (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the date on which the Underlying Stock Shares may be resold by the Purchasers without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Dg) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent to service of processhas not so consented; and (Fj) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (i) of its obligations in this Section 5.17(a)(i) as well as fees 7.1.1 and expenses the registration of counsel the Shares pursuant to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersRegistration Statement.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days after file in a timely manner a Form D relating to the date sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D. (b) as soon as practicable after the Closing Date, but in no event later than the 30th day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use its best efforts Form S-3, then on Form S-1) relating to file a shelf registration statement the sale of the Shares by the Purchasers from time to time on the New York Stock Exchange (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (c) with provide to Purchasers any information required to permit the sale of the Shares under Rule 144A of the Securities and Exchange Commission Act; (d) subject to receipt of necessary information from the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale of the Underlying Stock. The Company agrees to Purchasers, use its commercially reasonable best efforts to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to be declared effective by on or before 120 days after the SEC as soon as practicable thereafterClosing Date; (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or any post-effective amendment thereto, Statement being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) two years after the effective date of the Registration Statement, (ii) the date on which the Underlying Stock Shares may be resold by the Purchasers without registration or without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (iiiii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) under the Securities Act or any other rule of similar effect; (Dg) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent to service of processhas not so consented; and (Fj) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (f) of its obligations in this Section 5.17(a)(i7.1.1 and the registration of the Shares pursuant to the Registration Statement, including fees and expenses (whether external or internal) as well as of up to $15,000 of the Purchaser, but not including any fees and expenses of counsel any other advisers to the Noteholders reasonably incurred, exclusive of Purchasers or brokerage fees or underwriting discounts and commissions incurred by the NoteholdersPurchasers.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D. (b) as soon as practicable after the date Closing Date, but in no event later than the 30th day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of this Agreementthe Shares by the Purchasers from time to time on the American Stock Exchange (or the facilities of any national securities exchange on which the Company's Common Stock is then listed and traded) or in privately negotiated transactions (the "Registration Statement"); (c) provide to Purchasers any information required to permit the sale of the Shares under Rule 144 of the Securities Act; (d) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by on or before 90 days after the SEC as soon as practicable thereafterClosing Date; (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the date on which the Underlying Stock Shares may be resold by the Purchasers without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Dg) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent to service of processhas not so consented; and (Fj) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (i) of its obligations in this Section 5.17(a)(i) as well as fees 7.1.1 and expenses the registration of counsel the Shares pursuant to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersRegistration Statement.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D. (b) (as soon as practicable after the date Closing Date, but in no event later than the twentieth (20th) day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of this Agreementthe Shares by the Purchasers from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiate transactions (the "Registration Statement"); (c) provide to Purchasers any information required to permit the sale of the Shares under Rule 144A of the Securities Act; (d) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by on or before 90 days after the SEC as soon as practicable thereafterClosing Date; (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of o (i) three years after the effective date of the Registration Statement, (ii) the date on which the Underlying Stock Shares may be resold by the Purchasers without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (iiiii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) under the Securities Act or any other rule of similar effect; (Dg) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent to service of processhas not so consented; and (Fj) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (i) of its obligations in this Section 5.17(a)(i7.1.1 and the registration of the Shares pursuant to the Registration Statement, including fees and expenses (whether external or internal) as well as of up to 15,000 of each Purchaser, but not including any fees and expenses of counsel any other advisers to the Noteholders reasonably incurred, exclusive of Purchasers or brokerage fees or underwriting discounts and commissions incurred by the NoteholdersPurchasers.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to the Commission Regulation D. (b) as soon as practicable after the date Closing Date, but in no event later than the 30th day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of this Agreementthe Shares by the Purchasers from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "REGISTRATION STATEMENT"); (c) provide to Purchasers any information required to permit the sale of the Shares under Rule 144A of the Securities Act; (d) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by on or before 90 days after the SEC as soon as practicable thereafterClosing Date; (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) use its best efforts to prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective and free from any material misstatement or omission to state a material fact until the earlier of (i) the date on which the Underlying Stock Shares may be resold by the Purchasers without registration and without regard to any volume limitations by reason of Rule 144(k144(e) under the Securities Act or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Dg) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Registration Statement, Prospectus and Preliminary Prospectus, including any supplements to or amendments of the Prospectus, as the Purchasers may request in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent has not so consented; (j) bear all expenses in connection with the procedures in paragraphs (a) through (i) of this Section 7.1.1 and the registration of the Shares pursuant to service of processthe Registration Statement; and (Fk) bear all fees and expenses incurred advise the Purchasers, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Company in connection with Commission delaying or suspending the performance effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose; and it will promptly use its obligations in this Section 5.17(a)(i) as well as fees and expenses best efforts to prevent the issuance of counsel any stop order or to obtain its withdrawal at the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the Noteholdersearliest possible moment if such stop order should be issued.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D. (b) as soon as practicable after the date Closing Date, but in no event later than the 30th day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of this Agreementthe Shares by the Purchasers from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (c) provide to Purchasers any information required to permit the sale of the Shares under Rule 144A of the Securities Act; (d) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by on or before 90 days after the SEC as soon as practicable thereafterClosing Date; (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the date on which the Underlying Stock Shares may be resold by the Purchasers without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Dg) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent to service of processhas not so consented; and (Fj) bear all fees and expenses incurred (other than the expenses of a Purchaser's attorney, accountant or other consultant retained by the Company a Purchaser) in connection with the performance procedures in paragraphs (a) through (i) of its obligations in this Section 5.17(a)(i) as well as fees 7.1.1 and expenses the registration of counsel the Shares pursuant to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersRegistration Statement.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days after file in a timely manner a Form D relating to the date sale of the Shares under this Agreement, pursuant to Regulation D under the Securities Act. (b) as soon as practicable after the Closing Date, but in no event later than the 15th day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use its best efforts Form S-3, then on such other form as is available for such registration) registering under the Securities Act the sale of the Shares by the Purchasers from time to file a shelf registration statement time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (c) with the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale of the Underlying Stock. The Company agrees to use its commercially reasonable best efforts to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to be declared effective by on or before 90 days after the SEC as soon as practicable thereafterClosing Date; (Bd) notify the Noteholders Purchasers promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SECCommission; (Ce) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.4.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the date on which the Underlying Stock Shares may be resold by the Purchasers without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Df) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eg) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (h) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent to service of processhas not so consented; and (F) bear all fees and expenses incurred by the Company in connection with the performance of its obligations in this Section 5.17(a)(i) as well as fees and expenses of counsel to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the Noteholders.

Registration Statement; Expenses. The Company shall: (Aa) within 120 file as soon as practicable, but in no event later than 15 days after the date of the Closing, a Form D relating to the sale of the Securities under this Agreement, pursuant to Regulation D under the Securities Act. (b) as soon as practicable after the Closing Date, but in no event later than the 45th day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of the Conversion Shares (and all shares issuable in respect thereof, whether as stock dividends, pursuant to Section 6.1.2 or otherwise) by the Purchasers from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company’s Common Stock is then traded) or in privately negotiated transactions (the “Registration Statement”); (c) the Company shall use its best efforts to cause such Registration Statement to become effective, and, keep such Registration Statement effective for a period of up to two years from the Closing Date, or such lesser period of time as all of the Conversion Shares have been sold or can be sold without restriction under Rule 144; (d) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission’s willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective on or before 100 days (or 130 days in the event the Registration Statement is reviewed by the SEC as soon as practicable thereafterCommission) after the initial filing of the Registration Statement (the “Required Effectiveness Date”); (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 6.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the second anniversary of the Closing Date and (ii) the date on which the Underlying Stock may Conversion Shares can be resold sold by reason non-affiliates of the Company without registration under Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) such period, the date upon which all of the Underlying Stock has been sold pursuant to the Registration Statement or Rule 144(k) under the Securities Act or any other rule of similar effect“Effectiveness Period”); (Dg) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Conversion Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent to service of processhas not so consented; and (Fj) bear all fees and expenses incurred by of the Company in connection with the performance procedures in paragraphs (a) through (i) of its obligations in this Section 5.17(a)(i) as well as fees 6.1.1 and expenses the registration of counsel the Conversion Shares pursuant to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersRegistration Statement.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days file in a timely manner a Form D with the Commission relating to the sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D. (b) as soon as practicable after the date Closing Date, but in no event later than the 20th day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of this Agreementthe Shares by the Purchasers from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (c) provide to the Purchasers any information required to permit the sale of the Shares under rule 144A of the Securities Act; (d) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by on or before 90 days after the SEC as soon as practicable thereafterClosing Date; (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective (except as described in Section 5.2(b)) until the earlier of (i) two years after the effective date of the Registration Statement, (ii) the date on which all of the Underlying Stock Shares then held by the Purchasers may be resold by the Purchasers without registration and without regard to any volume limitations by reason of Rule 144(k) 144 under the Securities Act or any other rule of similar effect or (iiiii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Dg) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent to service of processhas not so consented; and (Fj) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (i) of its obligations in this Section 5.17(a)(i) as well as fees 7.1.1 and expenses the registration of counsel the Shares pursuant to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersRegistration Statement.

Registration Statement; Expenses. The Company shall: (A) within 120 days after the date of this Agreement, shall use its best efforts to: (a) as soon as practicable, but not more than 10 business days after the Closing, prepare and file with the Commission a Registration Statement on Form S-3 relating to file a shelf registration statement the sale of the Shares by the Purchaser from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (b) with subject to receipt of necessary information from the Securities and Exchange Purchaser, cause the Commission (to notify the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by within 90 days after the SEC as soon as practicable thereafterRegistration Statement is filed with the Commission; (B) notify the Noteholders promptly upon the Registration Statement, or any post-effective amendment thereto, being declared effective by the SEC; (Cc) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) two years after the effective date of the Registration Statement, (ii) the date on which the Underlying Stock Shares may be resold by the Purchaser without registration or without regard to any volume limitations by reason of Rule 144(k) 144 under the Securities Act or any other rule of similar effect or (iiiii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Dd) promptly furnish to the Noteholders Purchaser with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchaser; provided, however, that the obligation of the Company to deliver copies of the Prospectus to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser 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 the Prospectus; (Ee) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (f) file documents required of the Company for customary Blue Sky laws of such clearance in states as specified in writing by the Noteholders reasonably requestPurchaser; provided, however, that the Company shall not be required to qualify to do 42 business or consent to service of process in any jurisdiction in which it is not now so qualified or execute a general consent to service of process; andhas not so consented; (Fg) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (f) of its obligations in this Section 5.17(a)(i) as well as 7.1.1 and the registration of the Shares pursuant to the Registration Statement, other than any fees and expenses of counsel or other advisers to the Noteholders reasonably incurredPurchaser, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersPurchaser; and (h) promptly notify the Purchaser of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D. (b) as soon as practicable after the date Closing Date, but in no event later than the 15th day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 relating to the sale of this Agreementthe Shares, the Warrants, the Conversion Stock and the Warrant Stock (collectively, the "Securities") by the Purchasers from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (c) provide to Purchasers any information required to permit the sale of the Securities under Rule 144A of the Securities Act; (d) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by on or before 90 days after the SEC as soon as practicable thereafterClosing Date; (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the date on which the Underlying Stock Securities may be resold by the Purchasers without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has Securities have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Dg) promptly furnish to the Noteholders with respect to the Underlying Stock registered under the Registration Statement Purchasers such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Securities by the holders thereofPurchasers; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent has not so consented; (j) advise each Purchaser, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission 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 best efforts to service prevent the issuance of processany stop order or to obtain its withdrawal at the earliest practicable moment if such stop order should be issued; and (Fk) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (j) of its obligations in this Section 5.17(a)(i) as well as fees 7.1.1 and expenses the registration of counsel the Securities pursuant to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersRegistration Statement.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days file in a timely manner a Form D relating to the sale of the Common Shares under this Agreement, pursuant to Regulation D as promulgated by the Commission; (b) as soon as practicable after the date Closing Date, but in no event later than the 30th day following the Closing Date (subject to receipt of this Agreementnecessary information from the Purchasers), prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of the Registrable Shares by the Purchasers from time to time on Nasdaq (National Market, Small Cap Market or the facilities of any national securities exchange on which the Company’s Common Shares are then traded) or in privately negotiated transactions (the “Registration Statement”); (c) provide to Purchasers any information required to permit the sale of the Common Shares under Rule 144 of the Securities Act; (d) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission’s willingness to use its commercially reasonable efforts to cause declare the Registration Statement effective on or before 90 days after filing the Registration Statement with the Commission or on or before 120 days after such filing in the event the Commission initiates a review of the Registration Statement; provided, however, the Company shall be obligated to request that the Commission accelerate the date upon which the Registration Statement will be declared effective by within five business days after the SEC as soon as practicable thereafterCompany’s receipt of notice from the Commission that the Commission will not undertake any further review or comment of the Registration Statement; (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the date on which the Underlying Stock Common Shares may be resold by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has been sold pursuant to the Registration Statement or Rule 144(k) under the Securities Act or any other rule of similar effect; (D) promptly furnish to the Noteholders with respect to the Underlying Stock registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock by the holders thereof; (E) use its reasonable efforts to register or qualify the Underlying Stock under state securities or Blue Sky laws of such states as the Noteholders reasonably request; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified or execute a general consent to service of process; and (F) bear all fees and expenses incurred by the Company in connection with the performance of its obligations in this Section 5.17(a)(i) as well as fees and expenses of counsel to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the Noteholders.Purchasers without

Registration Statement; Expenses. The Company shall: (Aa) within 120 days after file in a timely manner a Form D relating to the date sale of the Shares under this Agreement, use its best efforts pursuant to file a shelf registration statement (the "Registration Statement") with the Securities and Exchange Commission Regulation D, unless the Company otherwise determines that such a filing is not necessary. (b) as soon as practicable after the "SEC") Closing Date, but in no event later than the 15th business day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-1 or Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form SB-2 or other appropriate formForm S-1) with respect relating to the resale sale of the Underlying Stock. The Company agrees Shares by the Purchasers from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company’s Common Stock is then traded) or in privately negotiated transactions (the “Registration Statement”); (c) provide to Purchasers any information required to permit the sale of the Shares under Rule 144A of the Securities Act; (d) subject to receipt of necessary information from the Purchasers, use its commercially reasonable best efforts to cause the Commission to notify the Company of the Commission’s willingness to declare the Registration Statement to be declared effective by on or before 90 days after the SEC as soon as practicable thereafterClosing Date; (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the date on which the Underlying Stock Shares may be resold by the Purchasers without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Dg) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent has not so consented; (j) advise each Purchaser, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission 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 best efforts to service prevent the issuance of processany stop order or to obtain its withdrawal at the earliest practicable moment if such stop order should be issued; and (Fk) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (j) of its obligations in this Section 5.17(a)(i) as well as fees 7.1.1 and expenses the registration of counsel the Shares pursuant to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersRegistration Statement.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days after the date of this Agreement, use its best efforts to prepare and file a shelf registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SECCommission") within thirty (30) days of the date of Closing a Registration Statement on Form S-1 or Form S-3 (or other appropriate formor, if the Company is ineligible to use Form S-3, then on Form S-1) with respect relating to the resale sale of the Underlying Stock. The Company agrees Shares by the Purchaser from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (b) provide to the Purchaser any information required to permit the sale of the Shares under Rule 144A of the Securities Act; (c) subject to receipt of necessary information from the Purchaser, use its commercially reasonable best efforts to cause the Commission to declare the Registration Statement to be declared effective by the SEC as soon as practicable thereafterafter the Registration Statement is filed with the Commission; (Bd) notify the Noteholders Purchaser promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SECCommission; (Ce) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 1.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the date on which the Underlying Stock Shares may be resold by the Purchaser without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Df) promptly furnish to the Noteholders Purchaser with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchaser; (Eg) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (h) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent has not so consented; (i) advise the Purchaser, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission 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 best efforts to service prevent the issuance of processany stop order or to obtain its withdrawal at the earliest practicable moment if such stop order should be issued; and (Fj) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (i) of its obligations in this Section 5.17(a)(i) as well as fees 1.1.1 and expenses the registration of counsel the Shares pursuant to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersRegistration Statement.

Registration Statement; Expenses. The Company shall: (Ai) within 120 days after use commercially reasonable efforts to claim an available exemption from Federal securities laws and to comply with applicable state blue sky laws relating to the date sale of the Shares and Additional Shares (if any) under this Agreement, use its best efforts to . (ii) prepare and file a shelf registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") , as soon as practicable, a Registration Statement on Form S-3, or on Form S-1 or if Form S-3 is not available for use by the Company, relating to the sale of the Shares and Additional Shares (if any) by the Purchaser from time to time on the Nasdaq (or other appropriate formthe facilities of any national securities exchange on which the Company’s Common Stock is then traded) with respect or in privately negotiated transactions (the “Registration Statement”), and cause the Commission to declare the resale of the Underlying Stock. The Company agrees to Registration Statement effective; (iii) use its commercially reasonable efforts to cause the Commission to notify the Company of the SEC’s willingness to declare the Registration Statement to be declared effective by within 30 days after the SEC as soon as practicable thereafter;Execution Date. (Biv) notify the Noteholders Purchaser promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SEC; (Cv) use commercially reasonable efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c7.3(a) below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) two years after the effective date of the Registration Statement, (ii) the date on which the Underlying Stock Shares may be resold by the Purchaser without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (iiiii) the date upon which all of the Underlying Stock has Shares or Additional Shares (if any) have been sold pursuant to the Registration Statement or Rule 144(k) under the Securities Act or any other rule of similar effect; (Dvi) promptly during the period when copies of the Prospectus are required to be delivered under the Securities Act or the Exchange Act, file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (vii) file documents required of the Company for customary Blue Sky clearance in all states 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; (viii) bear all Company expenses in connection with the procedures in paragraphs (i) through (x) of this Section 7.1(a) and the registration of the Shares or Additional Shares (if any) pursuant to the Registration Statement, but not including any fees and expenses of Purchaser or its advisers, including brokerage fees and commissions incurred by the Purchaser; and (ix) furnish to the Noteholders Purchaser with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the ProspectusRegistration Statement, including any supplements to or amendments prospectuses and preliminary prospectuses in conformity with the requirements of the ProspectusSecurities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereof; (E) use its reasonable efforts to register or qualify the Underlying Stock under state securities or Blue Sky laws of such states as the Noteholders reasonably requestPurchaser; provided, provided however, that the obligation of the Company to deliver copies of prospectuses or preliminary prospectuses to the Purchaser shall not be required subject to qualify to do business in any jurisdiction in which it is not now so qualified or execute a general consent to service of process; and (F) bear all fees and expenses incurred receipt by the Company of reasonable assurances from the Purchaser that the Purchaser 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. (x) advise the performance Purchaser promptly, (i) after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose, and it will promptly use its obligations in this Section 5.17(a)(icommercially reasonable efforts to prevent the issuance of any stop order to obtain its withdrawal at the earliest possible moment if such stop order should be issued or other order should be issued; and (ii) as well as fees and expenses of counsel when the prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to the Noteholders reasonably incurredRegistration Statement or any post-effective amendment thereto, exclusive of brokerage fees or underwriting discounts and commissions incurred by when the Noteholderssame has become effective.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D. (b) as soon as practicable after the date Closing Date, but in no event later than the 45th day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of this Agreementthe Shares by the Purchasers from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (c) provide to Purchasers any information required to permit the sale of the Shares under rule 144A of the Securities Act; (d) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by the SEC as soon as practicable thereafteron or before July 28, 2000; (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or any post-effective amendment thereto, Statement being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) two years after the effective date of the Registration Statement, (ii) the date on which the Underlying Stock Shares may be resold by the Purchasers without registration or without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (iiiii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) under the Securities Act or any other rule of similar effect; (Dg) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring Blue Sky clearance; providedPROVIDED, howeverHOWEVER, 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 execute a general consent to service of processhas not so consented; and (Fj) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (f) of its obligations in this Section 5.17(a)(i) as well as 7.1.1 and the registration of the Shares pursuant to the Registration Statement, including fees and expenses of up to $15,000 of one counsel for the Purchasers, but not including any fees and expenses of any other advisers to the Noteholders reasonably incurred, exclusive of Purchasers or brokerage fees or underwriting discounts and commissions incurred by the NoteholdersPurchasers.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D. (b) as soon as practicable after the date Closing Date, but in no event later than the 20th day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of this Agreementthe Shares by the Purchasers from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (c) provide to Purchasers any information required to permit the sale of the Shares under rule 144A of the Securities Act; (d) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by on or before 90 days after the SEC as soon as practicable thereafterClosing Date; (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) two years after the effective date of the Registration Statement, (ii) the date on which the Underlying Stock Shares may be resold by the Purchasers without registration or without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (iiiii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) under the Securities Act or any other rule of similar effect; (Dg) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring 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 execute a general consent to service of processhas not so consented; and (Fj) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (f) of its obligations in this Section 5.17(a)(i7.1.1 and the registration of the Shares pursuant to the Registration Statement, including fees and expenses (whether external or internal) as well as of up to $15,000 of the Purchaser, but not including any fees and expenses of counsel any other advisers to the Noteholders reasonably incurred, exclusive of Purchasers or brokerage fees or underwriting discounts and commissions incurred by the NoteholdersPurchasers.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D. (b) as soon as practicable after the date Closing Date, but in no event later than the 20th day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of this Agreementthe Shares by the Purchasers from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (c) provide to Purchasers any information required to permit the sale of the Shares under Rule 144A of the Securities Act; (d) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by on or before 90 days after the SEC as soon as practicable thereafterClosing Date; (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the date on which the Underlying Stock Shares may be resold by the Purchasers without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Dg) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eh) use its reasonable efforts to register or qualify during the Underlying Stock under state securities or Blue Sky laws period when copies of such states as the Noteholders reasonably request; provided, however, that the Company shall not be Prospectus are required to qualify be delivered under the Securities Act or the Exchange Act, will file all documents required to do business in any jurisdiction in which it is not now so qualified be filed with the Commission pursuant to Section 13, 14 or execute a general consent to service 15 of process; and (F) bear all fees and expenses incurred the Exchange Act within the time periods required by the Company in connection with Exchange Act and the performance of its obligations in this Section 5.17(a)(i) as well as fees rules and expenses of counsel to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the Noteholders.regulations promulgated thereunder;

Registration Statement; Expenses. The Company shall: (Aa) within 120 file as soon as practicable, but in no event later than 15 days after the date of the Closing, a Form D relating to the sale of the Securities under this Agreement, pursuant to Regulation D under the Securities Act. (b) At the earlier of: (i) December 31, 2006 or (ii) 30 days after the mandatory conversion of the Notes pursuant to Section 3(e) of the Notes, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form SB-1 or SB-2 or other appropriate form) relating to the sale of the Conversion Shares (and all shares issuable in respect thereof, whether as stock dividends, pursuant to Section 6.1.2 or otherwise) by the Purchasers from time to time on the OTC Bulletin Board (or the facilities of any national securities exchange on which the Company’s Common Stock is then traded) or in privately negotiated transactions (the “Registration Statement”); (c) the Company shall use its best efforts to cause such Registration Statement to become effective, and, keep such Registration Statement effective for a period of up to two years from the Closing Date, or such lesser period of time as all of the Conversion Shares have been sold or can be sold without restriction under Rule 144; (d) subject to receipt of necessary information from the Purchasers, use its best efforts to file a shelf registration statement (cause the "Registration Statement") with Commission to notify the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission’s willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective on or before 60 days (or 120 days in the event the Registration Statement is reviewed by the SEC as soon as practicable thereafterCommission) after the initial filing of the Registration Statement (the “Required Effectiveness Date”); (Be) notify the Noteholders Purchasers promptly upon the Registration Statement, or any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 6.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the second anniversary of the Closing Date and (ii) the date on which the Underlying Stock may Conversion Shares can be resold sold by reason non-affiliates of the Company without registration under Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) such period, the date upon which all of the Underlying Stock has been sold pursuant to the Registration Statement or Rule 144(k) under the Securities Act or any other rule of similar effect“Effectiveness Period”); (Dg) promptly furnish to the Noteholders Purchasers with respect to the Underlying Stock Conversion Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchasers; (Eh) during the period when copies of the Prospectus are required to be delivered under the Securities Act or the Exchange Act, file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky clearance in all states requiring Blue Sky clearance and use its reasonable best efforts to register or qualify keep such state registrations effective during the Underlying Stock under state securities or Blue Sky laws of such states as the Noteholders reasonably requestregistration period defined herein; 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 execute a general consent to service of processhas not so consented; and (Fj) bear all fees and expenses incurred by of the Company in connection with the performance procedures in paragraphs (a) through (i) of its obligations in this Section 5.17(a)(i) as well as fees 6.1.1 and expenses the registration of counsel the Conversion Shares pursuant to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersRegistration Statement.

Registration Statement; Expenses. The Company shall: (Aa) within 120 days file in a timely manner a Form D relating to the sale of the Securities under this Agreement, pursuant to Securities and Exchange Commission Regulation D. (b) as soon as practicable after the date Closing Date, but in no event later than the 15th day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of this Agreementthe Securities by the Purchaser from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (c) provide to Purchaser any information required to permit the sale of the Securities under Rule 144A of the Securities Act; (d) subject to receipt of necessary information from the Purchaser, use its best efforts to file a shelf registration statement (facilitate notification by the "Registration Statement") with the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale Company of the Underlying Stock. The Company agrees Commission's willingness to use its commercially reasonable efforts to cause declare the Registration Statement to be declared effective by on or before 120 days after the SEC as soon as practicable thereafterClosing Date; (Be) notify the Noteholders Purchaser promptly upon the Registration Statement, or and any post-effective amendment thereto, being declared effective by the SECCommission; (Cf) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the date on which all the Underlying Stock Securities may be resold by the Purchaser without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) the date upon which all of the Underlying Stock has Securities have been sold pursuant to the Registration Statement or Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (Dg) promptly furnish to the Noteholders Purchaser with respect to the Underlying Stock Securities registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Securities by the holders thereofPurchaser; (Eh) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (i) file documents required of the Company for customary Blue Sky laws of such clearance in all states as the Noteholders reasonably requestrequiring Blue Sky clearance; provided, howeverhowever , 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 execute a general consent to service of processhas not so consented; and (Fj) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (i) of its obligations in this Section 5.17(a)(i) as well as fees 7.1.1 and expenses the registration of counsel the Shares pursuant to the Noteholders reasonably incurred, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersRegistration Statement.

Registration Statement; Expenses. The Company shall: (A) within 120 days after the date of this Agreement, shall use its best efforts to: (a) Within five (5) business days after the Closing, prepare and file with the Commission a Registration Statement on Form S-3 relating to file a shelf registration statement the sale of the Shares by the Purchaser from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement"); (b) with subject to receipt of necessary information from the Securities and Exchange Commission (the "SEC") on Form S-1 or Form S-3 (or other appropriate form) with respect to the resale of the Underlying Stock. The Company agrees to use its commercially reasonable efforts Purchaser, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to be declared effective by within 90 days after the SEC as soon as practicable thereafterClosing; (B) notify the Noteholders promptly upon the Registration Statement, or any post-effective amendment thereto, being declared effective by the SEC; (Cc) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 5.17(c) 7.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) two years after the effective date of the Registration Statement, (ii) the date on which the Underlying Stock Shares may be resold by the Purchaser without registration or without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (iiiii) the date upon which all of the Underlying Stock has Shares have been sold pursuant to the Registration Statement or Rule 144(k) under the Securities Act or any other rule of similar effect; (Dd) promptly furnish to the Noteholders Purchaser with respect to the Underlying Stock Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Underlying Stock Shares by the holders thereofPurchaser; provided, however, that the obligation of the Company to deliver copies of the Prospectus to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser 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 the Prospectus; (Ee) use its reasonable efforts during the period when copies of the Prospectus are required to register be delivered under the Securities Act or qualify the Underlying Stock under state securities Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder; (f) file documents required of the Company for customary Blue Sky laws of such clearance in states as specified in writing by the Noteholders reasonably requestPurchaser; 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 execute a general consent to service of processhas not so consented; and (Fg) bear all fees and expenses incurred by the Company in connection with the performance procedures in paragraphs (a) through (f) of its obligations in this Section 5.17(a)(i) as well as 7.1.1 and the registration of the Shares pursuant to the Registration Statement, other than any fees and expenses of counsel or other advisers to the Noteholders reasonably incurredPurchaser, exclusive of brokerage fees or underwriting discounts and commissions incurred by the NoteholdersPurchaser. The Purchaser acknowledges and agrees that the Registration Statement filed under this Section, in addition to the Shares held by the Purchaser, shall include Shares held by other purchasers in the Offering and, at the Company's election, may include shares of Common Stock held by other Company shareholders or issuable under any warrants, options or convertible securities.