Common use of Requested Registration Clause in Contracts

Requested Registration. (a) Request for Registration. After the exercise of at least 167,500 Warrants for Common Stock, but in no event prior to March 31, 2007, each of Bxxxxxx and Drawbridge (or their assignees) shall have the right upon written request to the Company (the "Demand Registration"), on at least two separate occasions to require the Company to effect a registration of such number of Registrable Securities as the Warrantholders may elect. Upon receipt of such notice, the Company will: (i) promptly give written notice of the proposed registration to all other holders of Registrable Securities, which written notice shall include the name or names of the underwriter or underwriters to be employed; and (ii) use its diligent good faith efforts to effect, as soon as practicable, such registration (including, without limitation, the filing of post-effective amendments, appropriate qualification under the applicable blue sky or other state securities laws and appropriate compliance with the Securities Act and any other governmental requirements or regulations) as may be so requested by any holder of Registrable Securities within five days after written notice is given by the Company and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities so requested to be included in such registration; provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 8.1.1: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process, to register as a securities broker or dealer or to cause any officer or employee of the Company to register as a salesman in effecting such registration or (b) after the Company has effected two such registrations pursuant to this Section 8.1.1which have been declared or ordered effective. Subject to the foregoing, the Company shall prepare and file a registration statement covering the Registrable Securities so requested to be registered as soon as reasonably practicable and in any event within 45 days after such request is received. Notwithstanding the foregoing, the Company shall not be obligated to effect a registration, qualification or compliance under this Section 8.1.1 starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and such registration statement becomes effective within three months from the date of delivery to the Company of a written request to effect such registration, qualification or compliance.

Requested Registration. (a) Request for Registration. After If any of Mayo, CMNY or MidMark shall notify the exercise Company after the first anniversary of at least 167,500 Warrants for Common Stockthe consummation of the Initial Offering that he or it proposes to sell or transfer any of his or its Registrable Securities and requests registration thereof, but in no event prior to March 31, 2007, each the Company shall promptly give notice of Bxxxxxx and Drawbridge (or their assignees) shall have the right upon written such request to the Company (the "Demand Registration"all other Holders and comply with Section 2(b), on at least two separate occasions to require the Company to effect a registration of such number of Registrable Securities as the Warrantholders may elect. Upon receipt of such notice, each such Holder may elect to participate in the applicable Offering. To make such election, any such Holder must give notice to the Company will: of such Holder's election and the number of shares of Common Stock that such Holder wishes to sell in such Offering within fifteen (i15) promptly give written days of the day that the Company gave notice of such request. If the proposed registration to all other holders of Registrable Securities, which written notice shall include the name or names of the managing underwriter or underwriters sole underwriter of any Offering being registered pursuant to this Section 2(a) advises the Holders participating therein in writing that marketing factors require a limitation on the number of shares of Common Stock to be employed; and (ii) use its diligent good faith efforts to effectunderwritten in such Offering, as soon as practicable, such registration (including, without limitation, then the filing number of post-effective amendments, appropriate qualification under the applicable blue sky or other state securities laws and appropriate compliance with the Securities Act and any other governmental requirements or regulations) as shares of Common Stock that may be so requested by any holder of Registrable Securities within five days after written notice is given by the Company and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities so requested to be included in such registrationOffering shall be allocated among all Holders participating in such offering in proportion, as nearly as practicable, to the respective numbers of shares of Common Stock held by or issuable to such Holders at the time of the filing of the registration statement for such Offering. Any provision herein to the contrary notwithstanding, the right to request registration pursuant to this Section 2 shall be limited to two registrations initiated by each of Mayo, CMNY and MidMark; provided provided, however, that (i) no such request shall require that a registration statement therefor shall become effective prior to 180 days after the effective date of a registration statement that shall have been filed by the Company covering a firm commitment underwritten Offering, if the Company shall theretofore have given notice of such registration statement to the Holders pursuant to this Section 2(a) or Section 5 and shall have pursued the preparation, filing and effectiveness of such registration statement with reasonable diligence; and (ii) the Company shall not be obligated to take any action required to effect such a registration unless the Holder requesting registration proposes to dispose of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $1,000,000. A right to demand registration shall be deemed to have been exercised when the registration statement filed on account of such exercise has been declared effective by the Commission. (b) Following receipt of a request pursuant to Section 2(a), the Company shall (i) file within 90 days a registration statement on the appropriate form under the Act for the shares of Common Stock that the Company has been requested to register, including the shares of Common Stock of any Holder who elects to participate in response to the notice from the Company to the Holders as provided in Section 2(a); (ii) if the applicable Offering is pursuant to an underwriting agreement (the managing underwriter or sole underwriter, as applicable, being the person selected by the Holders of more than fifty percent of the shares of Common Stock to be registered), enter into an underwriting agreement in such form as said managing or sole underwriter shall require (which must only contain terms and conditions customary for offerings of equity securities of entities with market capitalizations that are approximately equal to the Company's then-market capitalization and may contain customary provisions requiring the Company and the relevant Holders to indemnify and provide contribution to the underwriter or underwriters of such Offering); (iii) use its reasonable best efforts to have such registration statement declared effective as promptly as practicable and remain effective for at least 180 days; (iv) notify the relevant Holders, promptly after it has received notice thereof, of the time when such registration statement has become effective or any supplement to any prospectus forming a part of such registration statement has been filed; (v) notify the relevant Holders promptly of any request by the Commission for the amending of such registration statement or for the supplementing of any prospectus forming a part of such registration statement or for additional information; (vi) prepare and file with the Commission, promptly upon any relevant Holder's request, any amendment to such registration statement or supplement to such prospectus that, in the opinion of counsel for such Holder, may be necessary or advisable in connection with the distribution of the shares of Common Stock registered under such registration statement; (vii) prepare and promptly file with the Commission and promptly notify the Holders of the filing of such amendment to such registration statement or supplement to such prospectus as may be necessary to correct any statement or omission; (viii) in case any Holder is required to deliver a prospectus with respect to the applicable Offering at a time when the prospectus forming a part of such registration statement which is then in effect may no longer be used under the Act, prepare promptly upon request such amendment or amendments to such registration statement as may be necessary to permit compliance with the requirements of Section 5 of the Act; (ix) not file any amendment to such registration statement or supplement to such prospectus to which any relevant Holder shall reasonably object after having been furnished a copy thereof at a reasonable time prior to the filing thereof; (x) advise each applicable Holder promptly, after it has received notice or obtained knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any such stop order or to obtain its withdrawal if any such stop order shall have been issued; (xi) use its reasonable best efforts to qualify the shares of Common Stock being registered on such registration pursuant to this Section 8.1.1: (a) in any particular jurisdiction in which statement for sale under the Company would securities laws of such states as the relevant Holders may reasonably request, except that it shall not be required in connection therewith or as a condition thereof to execute a general consent to service or qualify to do business in any such states or otherwise to subject itself to taxation therein solely because of process, such qualification; (xii) furnish to register each applicable Holder as a securities broker or dealer or to cause any officer or employee soon as available copies of the Company to register as a salesman in effecting such registration statement and each preliminary or (b) after the Company has effected two final prospectus forming a part of such registrations registration statement and any supplement thereto required to be prepared pursuant to this Section 8.1.1which have been declared 2, all in such quantities as such Holder may from time to time reasonably request; and (xiii) refrain from issuing or ordered effective. Subject to selling or registering for sale by any other person, during the foregoing, the Company shall prepare 90-day period commencing 30 days before and file a registration statement covering the Registrable Securities so requested to be registered as soon as reasonably practicable and in any event within 45 ending 60 days after such request is received. Notwithstanding the foregoing, the Company shall not be obligated to effect a registration, qualification or compliance under this Section 8.1.1 starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and statement, any securities other than the shares of Common Stock registered for sale under such registration statement becomes effective within three months from the date of delivery to the Company of a written request to effect such registration, qualification or compliancestatement.

Requested Registration. (a) Request for Registration. After the exercise of If at least 167,500 Warrants for Common Stockany time, but in no event and from time to time, after June 30, 1997 and prior to March December 31, 20072003, each one or more of Bxxxxxx and Drawbridge (the Holders shall notify the Company in writing that such Holder or Holders intend to offer or cause to be offered for public sale all or any portion of their assignees) shall have Registrable Securities, the right upon Company will notify all of the other Holders of its receipt of such notification from such Holder or Holders. Upon the written request of any such remaining Holder delivered to the Company within 15 days after receipt from the Company of such notification, the Company will use commercially reasonable efforts to cause such of the Registrable Securities as may be requested by the Holders to be registered under the Act in accordance with the terms of this Section 2 (the "Demand Registration"), on at least two separate occasions to require the Company to effect a registration of such number of Registrable Securities as the Warrantholders may elect. Upon receipt of such notice, the Company will: (i) promptly give written notice of the proposed registration to all other holders of Registrable Securities, which written notice shall include the name or names of the underwriter or underwriters to be employed; and (ii) use its diligent good faith efforts to effect, as soon as practicable, such registration (including, without limitation, the filing of post-effective amendments, appropriate qualification under the applicable blue sky or other state securities laws and appropriate compliance with the Securities Act and any other governmental requirements or regulations) as may be so requested by any holder of Registrable Securities within five days after written notice is given by the Company and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities so requested to be included in such registration; provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 8.1.1: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process, to register as a securities broker or dealer or to cause any officer or employee of the Company to register as a salesman in effecting such registration or (b) after the Company has effected two such registrations pursuant to this Section 8.1.1which have been declared or ordered effective. Subject to the foregoing, the Company shall prepare and file a registration statement covering the Registrable Securities so requested to be registered as soon as reasonably practicable and in any event within 45 days after such request is received. Notwithstanding the foregoing, the Company shall not be obligated required to effect a registrationeffect, qualification or compliance under this Section 8.1.1 starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days following the effective date oftake any action to effect, a registration statement pertaining requested pursuant to an underwritten public offering this Section 2 if any of securities the following conditions exist: (i) if the Company has effected two Demand Registrations for the account Holders pursuant to this Section 2 in the preceding twelve (12) months or; (ii) if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, provided made in good faith, to the Holders to the effect that the Company is actively employing commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); The Company may postpone the filing of any registration statement required hereunder for a reasonable period time, not to exceed 120 days, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith all that such disclosure would have a material adverse effect on the Company. (b) In any Demand Registration, the Holders to be included therein shall have the right to select the investment banker or bankers and manager or managers to administer the offering; provided, however, that such investment banker or bankers and manager or managers is reasonably satisfactory to the Company. If the manager or managers deliver an opinion to the Holders that the total amount of securities which other persons or entities (by virtue of "piggy-back" or similar registration rights) intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of such other persons or entities shall be reduced pro rata with respect to each holder to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such manager or managers. The amount or kind of securities to be offered for the accounts of the Holders shall not be so reduced. (c) The Company shall use commercially reasonable efforts to cause keep any Demand Registration effective until the earlier of (i) six months following the date on which the registration statement relating thereto was declared effective and (ii) the sale pursuant to such registration statement to become effective and such registration statement becomes effective within three months from of the date of delivery to the Company of a written request to effect such registration, qualification or complianceRegistrable Securities covered thereby.

Requested Registration. (a) Request for Registration. After If the exercise Company shall receive, at any time after one-hundred eighty (180) days after the date hereof, a written request (a “Demand Request”) from any of at least 167,500 Warrants for Common Stockthe Holders (each, an “Initiating Holder”) that the Company effect a registration covering any of such Holder’s Registrable Securities then outstanding, the Company shall, within sixty (60) calendar days of the receipt of such written request (the “Filing Date”), effect the filing of a registration statement in compliance with the terms set forth herein. (b) Upon receipt of any Demand Request, the Company shall promptly (but in no any event prior within five (5) days) give written notice of such proposed registration to March 31all other Holders, 2007, each of Bxxxxxx and Drawbridge (or their assignees) who shall have the right upon right, exercisable by written request notice to the Company within five (5) days of their receipt of the Company’s notice, to elect to include in such registration such portion of such Holder’s Registrable Securities then outstanding as may be requested. The Initiating Holders together with all other Holders requesting to have such portion of such Holder’s Registrable Securities then outstanding included in a registration in accordance with the preceding sentence shall be deemed to be “Requesting Holders” for purposes of this Agreement. (c) The Company shall thereafter use its best efforts to, within one-hundred eighty (180) days thereafter (the "Demand Registration"“Effectiveness Target Date”), on at least two separate occasions have such registration statement declared effective by the SEC pursuant to require Rule 415 of the Securities Act. The registration statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company shall not be required to file a registration statement that the Company would otherwise be required to effect a file pursuant to this Section 2 if the selling Holders would be deemed to be underwriters selling on behalf of an issuer under publicly announced interpretations of the SEC interpreting Rule 415 of the Securities Act. (d) The Company shall not be obligated to effect, or to take any action to effect, any such registration of such number of Registrable Securities as the Warrantholders may elect. Upon receipt of such notice, the Company willpursuant to this Section 2: (i) promptly give written notice of the proposed registration to all other holders of Registrable Securities, which written notice shall include the name or names of the underwriter or underwriters to be employed; and (ii) use its diligent good faith efforts to effect, as soon as practicable, such registration (including, without limitation, the filing of post-effective amendments, appropriate qualification under the applicable blue sky or other state securities laws and appropriate compliance with the Securities Act and any other governmental requirements or regulations) as may be so requested by any holder of Registrable Securities within five days after written notice is given by the Company has initiated four (4) such registrations pursuant to Section 2(a) and as would permit such registrations have been declared or facilitate ordered effective, and the sale Holders are able to register and distribution of all or such portion sell at least fifty percent (50%) of the Registrable Securities so requested to be included in such registration; provided ; (ii) if the Holders propose to dispose of shares of Registrable Securities that the Company shall not may be obligated to take any action to effect any such registration immediately registered on Form S-3 pursuant to a request made under Section 3 of this Section 8.1.1: Agreement; or (aiii) in any particular jurisdiction in which during the Company would be required to execute a general consent to service of process, to register as a securities broker or dealer or to cause any officer or employee of the Company to register as a salesman in effecting such registration or (b) after the Company has effected two such registrations pursuant to this Section 8.1.1which have been declared or ordered effective. Subject to the foregoing, the Company shall prepare and file a registration statement covering the Registrable Securities so requested to be registered as soon as reasonably practicable and in any event within 45 first 180 days after such request is received. Notwithstanding the foregoing, the Company shall not be obligated to effect a registration, qualification or compliance under this Section 8.1.1 starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days following the effective date of, of any registration statement filed by the Company under Sections 2 or 3 hereof if the Requesting Holders have been afforded the opportunity to register in such registration all or a majority of their Registrable Securities. (e) A registration will not count as a registration statement pertaining to for purposes of Section 2(d)(i) and (3)(iii) until it has become effective; provided, however, that if, after it has become effective, an underwritten public offering of securities for the account Registrable Securities pursuant to a registration is interfered with by any stop order, injunction or other order or requirement of the CompanySEC or other governmental agency or court, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement will be deemed not to become effective have been effected and such will not count as a registration statement becomes effective within three months from the date for purposes of delivery to the Company of a written request to effect such registration, qualification or complianceSections 2(d)(i) and (3)(iii).

Requested Registration. (a) Request for Registration. After At any time after the exercise ninetieth (90th) day following the date of this Agreement and at least 167,500 Warrants for such time as the Company can register its Common StockStock on Form S-3 or any successor form of registration statement, but in no event prior to March 31, 2007, each of Bxxxxxx and Drawbridge (or their assignees) shall have the right upon written Shareholder may make one request to the Company (to register all or any portion of Shareholder's Registrable Shares under the "Demand Registration")Securities Act in accordance with this Section 3. 1. The Company shall use its reasonable best efforts to cause the prompt registration of all Registrable Shares requested to be registered, and in connection therewith shall prepare and file on at least two separate occasions to require such appropriate form as the Company Company, in its reasonable discretion, shall determine, a registration statement under the Securities Act to effect a registration of such number of Registrable Securities as the Warrantholders may elect. Upon receipt of such notice, the Company will: (i) promptly give written notice of the proposed registration to all other holders of Registrable Securities, which written notice shall include the name or names of the underwriter or underwriters to be employed; and (ii) use its diligent good faith efforts to effect, as soon as practicable, such registration (including, without limitation, including the filing execution of an undertaking to file post-effective amendments, appropriate qualification under the applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct). (b) as may be so requested by any holder of Registrable Securities within five days after written notice is given by Notwithstanding anything in this Section 3.1 to the Company and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities so requested to be included in such registration; provided that contrary, the Company shall not be obligated to take any action to effect any such registration registration, or take other specified actions with respect to, or cooperate in any offering of, Registrable Shares upon the request of Shareholder pursuant to this Section 8.1.1: 3.1: (a1) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process, to register as a securities broker or dealer or to cause any officer or employee of the Company to register as a salesman process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2) within 180 days immediately following the effective date of any registration or of the Common Stock; or (b3) after the Company has effected two such registrations one registration pursuant to this Section 8.1.1which have 3.1 that has been declared or ordered effective. Subject . (c) The request by Shareholder for registration of Registrable Shares pursuant to this Section 3.1 shall: (1) specify the foregoing, number of Registrable Shares which Shareholder intends to offer and sell; (2) express the intention of Shareholder to offer or cause the offering of such Registrable Shares; (3) describe the nature or method of the proposed offer and sale thereof; (4) contain the undertaking of Shareholder to provide all such information regarding its holdings and the proposed manner of distribution thereof as may be required (i) to permit the Company shall prepare to comply with all applicable laws and file a registration statement covering regulations, all requirements of the Commission and any other regulatory or self-regulatory body, any other body having jurisdiction, and any securities exchange on which the Registrable Securities so requested Shares are to be registered as soon as reasonably practicable and in any event within 45 days after such request is received. Notwithstanding the foregoing, the Company shall not be obligated to effect a registration, qualification or compliance under this Section 8.1.1 starting with the date 60 days prior to the Company's good faith estimate of the date of filing oflisted, and ending on a date 180 days following (ii) to obtain acceleration of the effective date of, a of any registration statement pertaining filed in connection therewith; and (5) in the case of an underwritten public offering, specify the managing underwriter or underwriters of such Registrable Shares, which shall be selected by the Company. (d) If at the time of the request to register the Registrable Shares the Company notifies Shareholder, within ten (10) days of Shareholder's request, that the Company is engaged or has fixed plans to engage within thirty (30) days of the time of the request in an underwritten public offering of securities for the Company's own account of the Company, provided that and the Company is actively employing determines in good faith all reasonable that such offering would be materially adversely affected by the registration so requested, the Company may delay filing a registration statement and may withhold efforts to cause such the registration statement to become effective effective; provided, however, that the Company shall only be entitled to postpone for a reasonable period of time, not to exceed ninety (90) days, the filing of any registration statement otherwise required to be prepared and filed by the Company pursuant to this Section 3.1. In addition, notwithstanding anything herein to the contrary, the Company may delay filing a registration statement and may withhold efforts to cause the registration statement to become effective, if the Company determines in good faith that such registration might (i) interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Company at the time the right to delay is exercised or (ii) involve initial or continuing disclosure obligations that might not be in the best interests of the Company's shareholders. (e) If, after a registration statement becomes effective, the Company advises Shareholder that the Company considers it appropriate for the registration statement to be amended, Shareholder shall suspend any further sales of its registered shares until the Company advises it that the registration statement has been amended. The Company shall keep the Registration Statement issued pursuant to this Section 3.1 effective within three months until the earlier of (i) two years from the date of delivery issuance of the Registrable Shares to Shareholder or (ii) the date on which the Shareholder no longer owns any of the Registrable Shares it requested to be registered pursuant to this Section 3.1. Shareholder shall have no obligation to sell any of the Registrable Shares he requested to be registered pursuant to this Section 3.1. (f) If Shareholder intends to distribute the Registrable Shares, which are covered by its request for registration pursuant to this Section 3.1, by means of an underwriting, Shareholder shall so advise the Company as a part of its request. The Company shall, together with Shareholder, enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 3.1, if the managing underwriter or underwriters determine that the underwriting would be materially adversely affected by inclusion in such underwriting of all of the Registrable Shares requested by Shareholder and so advises Shareholder in writing, then Shareholder shall reduce accordingly the number of Registrable Shares that will be included in the registration and underwriting. No Registrable Shares excluded from the underwriting by reason of the managing underwriter's or underwriters' marketing or other limitations shall be included in such registration. Should Shareholder disapprove of the terms of the underwriting, Shareholder may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwriters. (g) If the managing underwriter or underwriters have not limited the number of a written request Registrable Shares to effect be underwritten, the Company may include securities for its own account in such registration, qualification registration if the managing underwriter or complianceunderwriters so agree and if the number of Registrable Shares which would otherwise have been included in such registration and underwriting will not thereby be limited.

Requested Registration. (a) Request for Registration. After the exercise of at least 167,500 Warrants for Common Stock, but in no event prior The Initiating Holders shall be entitled to March 31, 2007, each of Bxxxxxx and Drawbridge (or their assignees) shall have the right upon submit pursuant to this Section 2 a written request to the Company (the "Demand Registration"), on at least two separate occasions to require the Company to effect a registration of such number of Registrable Securities as the Warrantholders may electfor registration. Upon receipt by the Company from the Initiating Holders, at any time after the six-month anniversary and prior to the second annual anniversary of such noticethe Closing Date of the Agreement, of a written request that the Company effect any registration, qualification or compliance with respect to the Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration registration, qualification or compliance to all other holders of Registrable Securities, which written notice shall include the name or names of the underwriter or underwriters to be employedHolders within ten (10) days after receipt thereof; and (ii) use its diligent good faith best reasonable efforts to effect, as soon as practicable, such effect an S-3 registration (including, without limitation, the filing of post-effective amendments, appropriate as well as qualification under the applicable blue sky or other state securities laws laws, and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested by any holder of Registrable Securities within five days after written notice is given by the Company and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities so requested to be included as are specified in such registrationrequest, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within thirty (30) days after such written notice is given; provided provided, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 8.1.1: 2: (aA) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of processprocess (unless the Company is already subject to service of process under said state's securities laws), to register as a securities broker or dealer dealer, or to cause any officer or employee of the Company to register as a salesman in effecting such registration or (b) after the Company has effected two such registrations pursuant to this Section 8.1.1which have been declared or ordered effective. Subject to the foregoing, the Company shall prepare and file a registration statement covering the Registrable Securities so requested to be registered as soon as reasonably practicable and in any event within 45 days after such request is received. Notwithstanding the foregoing, the Company shall not be obligated to effect a registration, qualification or compliance under this Section 8.1.1 starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and such registration statement becomes effective within three months from the date of delivery to the Company of a written request to effect such registration, qualification or compliance; (B) After the Company has effected one (1) such registration pursuant to this Section 2; (C) If the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment 2 34 of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 2 shall be deferred for a period not to exceed 180 days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period; or (D) Within one hundred twenty (120) days of the effective date of any other registration effected by the Company, or prior to the effective date of such registration statement if the Company shall have theretofore or thereafter given written notice of such registration statement to the Holders of Registrable Securities and shall have thereafter pursued the preparation, filing and effectiveness of such registration statement with diligence.

Requested Registration. (a) Request for Registration. After In case the exercise of at least 167,500 Warrants for Common Stock, but in no event prior to March 31, 2007, each of Bxxxxxx and Drawbridge (or their assignees) Company shall have the right upon receive from any Initiating Holder a written request to that the Company (the "Demand Registration")effect any registration, on at least two separate occasions qualification or compliance with respect to require the Company to effect a registration of such number an underwritten offering of Registrable Securities as the Warrantholders may elect. Upon receipt of such noticeSecurities, the Company will: (i) promptly give written notice of the proposed registration registration, qualification or compliance to all other holders of Registrable Securities, which written notice shall include the name or names of the underwriter or underwriters to be employedHolders; and (ii) use its diligent good faith commercially reasonable efforts to effectfile, as soon as practicable, such registration registration, qualification or compliance (including, without limitation, the filing execution of an undertaking to file post-effective amendments, appropriate qualification under the applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested by any holder of Registrable Securities within five days after written notice is given by the Company and as would permit or facilitate the sale and distribution of all of the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities so requested to be included of any Holder joining in such registrationrequest as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 8.1.1: 1.2: (aA) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process, to register as a securities broker or dealer or to cause any officer or employee of the Company to register as a salesman process in effecting such registration or (b) after the Company has effected two such registrations pursuant to this Section 8.1.1which have been declared or ordered effective. Subject to the foregoing, the Company shall prepare and file a registration statement covering the Registrable Securities so requested to be registered as soon as reasonably practicable and in any event within 45 days after such request is received. Notwithstanding the foregoing, the Company shall not be obligated to effect a registration, qualification or compliance under this Section 8.1.1 starting with unless the date 60 Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) during the ninety (90) days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days immediately following the effective date of, a of the registration statement pertaining to initiated by the Company; (C) if (i) an underwritten public investment banking firm of recognized national standing shall advise the Company and the Holders in writing that effecting the registration would materially and adversely affect an offering of the securities for of the account Company the preparation of which has then been commenced; or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company believes would not be in the best interest of the Company, provided that the Company is actively employing in good faith all Company’s obligation to use its commercially reasonable efforts to cause register, qualify or comply under this Section 1.2 shall be deferred for a period not to exceed ninety (90) days, and provided, further, that the Company shall not exercise its right under this clause to defer such registration statement obligation more than once in any twelve (12) month period; (D) after the Company has effected three such registrations pursuant to become this Section 1.2(a), such registrations have been declared or ordered effective and such registration statement becomes effective within three months from all of the date of delivery Registrable Securities requested by the Initiating Holders to the Company of a written request to effect such registration, qualification or compliancebe registered have been sold.

Requested Registration. (a) Request for Registration. After the exercise of at least 167,500 Warrants for Common Stock, but in no event prior The Initiating Holders shall be entitled to March 31, 2007, each of Bxxxxxx and Drawbridge (or their assignees) shall have the right upon submit pursuant to this Section 2 a written request to the Company (the "Demand Registration"), on at least two separate occasions to require the Company to effect a registration of such number of Registrable Securities as the Warrantholders may electfor registration. Upon receipt by the Company from the Initiating Holders, at any time after the six-month anniversary and prior to the second annual anniversary of such noticethe Closing Date of the Agreement, of a written request that the Company effect any registration, qualification or compliance with respect to the Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration registration, qualification or compliance to all other holders of Registrable Securities, which written notice shall include the name or names of the underwriter or underwriters to be employedHolders within ten (10) days after receipt thereof; and (ii) use its diligent good faith best reasonable efforts to effect, as soon as practicable, such effect an S-3 registration (including, without limitation, the filing of post-effective amendments, appropriate as well as qualification under the applicable blue sky or other state securities laws laws, and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested by any holder of Registrable Securities within five days after written notice is given by the Company and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities so requested to be included as are specified in such registrationrequest, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within sixty (60) days after such written notice is given; provided provided, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 8.1.1: 2: (aA) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of processprocess (unless the Company is already subject to service of process under said state's securities laws), to register as a securities broker or dealer dealer, or to cause any officer or employee of the Company to register as a salesman in effecting such registration or (b) after the Company has effected two such registrations pursuant to this Section 8.1.1which have been declared or ordered effective. Subject to the foregoing, the Company shall prepare and file a registration statement covering the Registrable Securities so requested to be registered as soon as reasonably practicable and in any event within 45 days after such request is received. Notwithstanding the foregoing, the Company shall not be obligated to effect a registration, qualification or compliance under this Section 8.1.1 starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and such registration statement becomes effective within three months from the date of delivery to the Company of a written request to effect such registration, qualification or compliance; (B) After the Company has effected one (1) such registration pursuant to this Section 2; (C) If the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 2 shall be deferred for a period not to exceed 180 days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period; or (D) Within one hundred twenty (120) days of the effective date of any other registration effected by the Company, or prior to the effective date of such registration statement if the Company shall have theretofore or thereafter given written notice of such registration statement to the Holders of Registrable Securities and shall have thereafter pursued the preparation, filing and effectiveness of such registration statement with diligence.

Requested Registration. (a) Request for Registration. After In case the exercise of at least 167,500 Warrants for Common Stock, but in no event prior to March 31, 2007, each of Bxxxxxx and Drawbridge (or their assignees) Company shall have the right upon receive from any Initiating Holder a written request to that the Company (the "Demand Registration")effect any registration, on at least two separate occasions qualification or compliance with respect to require the Company to effect a registration of such number an underwritten offering of Registrable Securities as the Warrantholders may elect. Upon receipt of such noticeSecurities, the Company will: (i) promptly give written notice of the proposed registration registration, qualification or compliance to all other holders of Registrable Securities, which written notice shall include the name or names of the underwriter or underwriters to be employedHolders; and (ii) use its diligent good faith commercially reasonable efforts to effectfile, as soon as practicable, such registration registration, qualification or compliance (including, without limitation, the filing execution of an undertaking to file post-effective amendments, appropriate qualification under the applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested by any holder of Registrable Securities within five days after written notice is given by the Company and as would permit or facilitate the sale and distribution of all of the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities so requested to be included of any Holder joining in such registrationrequest as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 8.1.1: 1.2: (aA) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of processprocess in effecting such registration, qualification or compliance unless the Company is already subject to register service in such jurisdiction and except as a may be required by the Securities Act; (B) during the ninety (90) days immediately following the effective date of the registration statement initiated by the Company; (C) if (i) an investment banking firm of recognized national standing shall advise the Company and the Holders in writing that effecting the registration would materially and adversely affect an offering of the securities broker or dealer or to cause any officer or employee of the Company to register as a salesman in effecting such registration the preparation of which has then been commenced; or (bii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company believes would not be in the best interest of the Company, provided that the Company's obligation to use its commercially reasonable efforts to register, qualify or comply under this Section 1.2 shall be deferred for a period not to exceed ninety (90) days, and provided, further, that the Company shall not exercise its right under this clause to defer such obligation more than once in any twelve (12) month period; (D) after the Company has effected two such registrations pursuant to this Section 8.1.1which 1.2(a), such registrations have been declared or ordered effective. Subject to the foregoing, the Company shall prepare effective and file a registration statement covering all of the Registrable Securities so requested by the Initiating Holders to be registered as soon as reasonably practicable and in any event within 45 days after such request is received. Notwithstanding the foregoing, the Company shall not be obligated to effect a registration, qualification or compliance under this Section 8.1.1 starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and such registration statement becomes effective within three months from the date of delivery to the Company of a written request to effect such registration, qualification or compliancehave been sold.

Requested Registration. (a) Request for Registration. After From the exercise time the Company is first eligible to use Form S-3 to register the Shares, the holders of at least 167,500 Warrants for Common Stock, but in no event prior to March 31, 2007, each a majority of Bxxxxxx and Drawbridge (or their assignees) the Shares shall have the right upon written to request to that the Company (the "Demand Registration"), on at least two separate occasions to require the Company to effect file a registration of such number of Registrable Securities as the Warrantholders may elect. Upon receipt of such notice, the Company will: statement on Form S-3 (ior any successor form to Form S-3) promptly give written notice for a public offering of the proposed registration to all other holders Shares of the Registrable Securities, which written notice shall include where the name or names of the underwriter or underwriters to be employed; andreasonably anticipated aggregate price to (ii) use its diligent good faith efforts to effect, as soon as practicable, such registration (including, without limitation, the filing of post-effective amendments, appropriate qualification under the applicable blue sky or other state securities laws and appropriate compliance with the Securities Act and any other governmental requirements or regulations) as may be so requested by any holder of Registrable Securities within five days after written notice is given by the Company and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities so requested to be included in such registration; provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 8.1.1: (a) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process, to register as a securities broker or dealer or to cause any officer or employee of the Company to register as a salesman process in effecting such registration registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (b) after After the Company has effected two such registrations a registration pursuant to this Section 8.1.1which have 6 and such registration has been declared or ordered effective. Subject to effective and the foregoing, the Company shall prepare and file a registration statement covering the sales of such Registrable Securities so requested to be registered as soon as reasonably practicable and in any event within 45 days after such request is received. Notwithstanding shall have closed; (c) During the foregoing, the Company shall not be obligated to effect a registration, qualification or compliance under this Section 8.1.1 period starting with the date 60 sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 one hundred eighty (180) days following after the effective date of, a registration statement pertaining to an underwritten public offering Company-initiated registration; or (d) If (i) in the good faith judgment of securities for the account Board of Directors of the Company, provided that such registration would be seriously detrimental to the Company, and the Board of Directors of the Company concludes, as a result, that it is actively employing essential to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to the Stockholder a certificate signed by the Chairman of the Board of the Company stating that in the good faith all reasonable efforts judgment of the Board of Directors of the Company, it would be seriously detrimental to cause the Company for such registration statement to become effective be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt for the request of the Stockholder. The registration statement becomes effective within three months from the date of delivery filed pursuant to the request of the Purchaser may include other securities of the Company which are held by officers or directors of a written request the Company, or which are held by persons who, by virtue of agreements with the Company, are entitled to effect include their securities in any such registration, qualification or compliance.