Common use of Required Registration Clause in Contracts

Required Registration. (a) At any time, (i) the holders of Electra Restricted Securities constituting at least a majority of the total Electra Restricted Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby), or (ii) the holders of Nassau Restricted Securities constituting at least a majority of the total Nassau Restricted Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Series D Shares as the holders of the Conversion Shares then issuable upon conversion of such Series D Shares, (B) the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the holders of Primary Restricted Stock constituting at least a majority of the total Primary Restricted Stock outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) may request the Company to register under the Securities Act all or any portion of the Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Stock, as the case may be, held by such requesting holder or holders for sale in the manner specified in such notice, PROVIDED, HOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, PROVIDED, FURTHER, HOWEVER, that, in any underwritten public offering contemplated by Section 4, 5 or 6 hereof, other holders of Preferred Stock or Warrants shall be entitled to sell such Preferred Stock or Warrants to the underwriters for conversion or exchange and the sale of the shares of Common Stock issued upon such conversion; PROVIDED further, HOWEVER, that if the Warrants are to be sold to the underwriters, there shall be deducted from the proceeds due to the selling holder the aggregate exercise price required to be paid by such holder upon exercise of the Warrants.

Required Registration. (a) At If any timeRegistrable Securities were issued to the Stockholders pursuant to the Merger Agreement without registration under the Securities Act, the Company shall use its reasonable best efforts to register Registrable Securities under the Securities Act for sale as follows: (i) the holders Company will register once, during each three-month period in the one-year period commencing on the Closing Date, that number of Electra Restricted shares of Registrable Securities constituting held by each such Stockholder that does not exceed, for each such three-month period, one percent (1%) of the then outstanding Company Common Stock; provided that the number of shares permitted to be sold in such three-month periods shall be cumulative, and any Stockholder that does not sell the full one percent (1%) in a given three-month period may cumulate the number of shares not so sold and sell such unsold shares in a subsequent three- month period; (ii) from the first anniversary of the Closing Date until the third anniversary of the Closing Date (as may be extended pursuant to Section 3(c) below), the Company will, upon a request from Stockholders holding at least a majority 70% of the total Electra Restricted Registrable Securities outstanding initially issued pursuant to the Merger Agreement, register any Registrable Securities on Form S-3 (or any successor form) or, if such form is unavailable to the Company, on such other form as is available to the Company; provided each such request relates to the registration of shares having a market value of at such time least $5,000,000 if registered on Form S-1 or $1,000,000 if registered on Form S-3; and (treating for iii) the purpose of such computation Company shall use diligent efforts: (A) in the holders of Preferred Stock as the holders case of the Conversion Shares then issuable upon conversion first registration pursuant to Section 3(a)(i), to cause such registration statement to become effective under the Securities Act not later than the business day next following the expiration of such Preferred Stock, the Pooling Period; (B) in the holders case of Common Warrants if then issued and outstandingeach other registration pursuant to Section 3(a)(i), as to cause such registration statement to become effective under the holders Securities Act not later than the first day of the shares of Common Stock issuable upon exercise of the Warrant, each successive three-month period; and (C) in the holders of Series B Warrants as the holders case of the shares first registration requested pursuant clause (a)(ii) of Common Stock then issuable upon exercise this Section 3, if such request is delivered at least 45 days prior to the first anniversary of the Series B Warrant and conversion of the Series B Shares issuable thereby)Closing Date, or (ii) the holders of Nassau Restricted Securities constituting at least a majority of the total Nassau Restricted Securities outstanding at to cause such time (treating for the purpose of such computation (A) the holders of Series D Shares as the holders of the Conversion Shares then issuable upon conversion of such Series D Shares, (B) the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the holders of Primary Restricted Stock constituting at least a majority of the total Primary Restricted Stock outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) may request the Company registration statement to register become effective under the Securities Act all or any portion not later than the business day next following the first anniversary of the Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Stock, as the case may be, held by such requesting holder or holders for sale in the manner specified in such notice, PROVIDED, HOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, PROVIDED, FURTHER, HOWEVER, that, in any underwritten public offering contemplated by Section 4, 5 or 6 hereof, other holders of Preferred Stock or Warrants shall be entitled to sell such Preferred Stock or Warrants to the underwriters for conversion or exchange and the sale of the shares of Common Stock issued upon such conversion; PROVIDED further, HOWEVER, that if the Warrants are to be sold to the underwriters, there shall be deducted from the proceeds due to the selling holder the aggregate exercise price required to be paid by such holder upon exercise of the WarrantsClosing Date.

Required Registration. (a) At any timetime after the date hereof, (i) the holders of Electra Restricted Securities constituting at least a majority of the total Electra Restricted Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby), or (ii) the holders of Nassau Restricted Securities constituting at least a majority of the total Nassau Restricted Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Series D Shares as the holders of the Conversion Shares then issuable upon conversion of such Series D Shares, (B) the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the holders of Primary Restricted Stock constituting at least a majority of the total Primary shares of Restricted Stock then outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) may request the Company to register under the Securities Act all or any portion of the Nassau shares of Restricted Securities, Electra Restricted Securities or Primary Restricted Stock, as the case may be, Stock held by such requesting holder or holders for sale in the manner specified in such notice, PROVIDEDprovided that -------- the shares of Restricted Stock for which registration has been requested shall constitute at least 20% of the total shares of Restricted Stock originally issued if such holder or holders shall request the registration of less than all shares of Restricted Stock then held by such holder or holders (or any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000). For purposes of this Section 4, HOWEVERSection 5 and Section 6, the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares or Warrants upon the exercise of all Warrants and the conversion of all Preferred Shares held by such holder (assuming such exercise) at such time, and for purposes of Sections 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares or Warrants upon exercise of all Warrants and conversion of all Preferred Shares held by such holder (assuming such exercise) at such time, provided, however, that the only -------- ------- securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, PROVIDEDand provided, FURTHERfurther, HOWEVERhowever, that, in any -------- ------- ------- underwritten public offering contemplated by this Section 4, Section 5 or 6 hereofSection 6, other the holders of Preferred Stock or Warrants Shares shall be entitled to sell such Preferred Stock or Warrants Shares to the underwriters for conversion or exchange and the sale of the shares of Common Stock issued upon conversion thereof. In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such conversion; PROVIDED furtheran underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that the inclusion of all such shares would adversely affect the marketing of the shares to be sold therein, HOWEVERprovided, however, that such number -------- ------- of shares of Restricted Stock shall not be reduced if the Warrants any shares are to be sold included in such underwriting for the account of any person other than requesting holders of Restricted Stock. Notwithstanding anything to the underwriterscontrary contained herein, no request may be made under this Section 4 within 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall be deducted from the proceeds due have been effectively registered all shares of Restricted Stock as to the selling holder the aggregate exercise price required to be paid by such holder upon exercise of the Warrantswhich registration shall have been requested.

Required Registration. (a) At any time, time after the earlier of (i) --------------------- the holders effective date of Electra Restricted Securities constituting at least any registration statement covering a majority public offering of securities of the total Electra Restricted Company under the Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued Act and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby), or (ii) the holders of Nassau Restricted Securities constituting at least a majority third anniversary of the total Nassau Restricted Securities outstanding at such time (treating for the purpose date of such computation (A) this Agreement, the holders of Series D Shares as the holders of the Conversion Shares then issuable upon conversion of such Series D Shares, (B) the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the holders of Primary Restricted Stock constituting at least a majority 50% of the total Primary shares of Restricted Stock then outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) may request the Company to register under the Securities Act all or any portion of the Nassau shares of Restricted Securities, Electra Restricted Securities or Primary Restricted Stock, as the case may be, Stock held by such requesting holder or holders for sale in the manner specified in such notice, PROVIDEDprovided that the -------- shares of Restricted Stock for which registration has been requested shall (i) constitute at least 20% of the total shares of Restricted Stock originally issued if such holder or holders shall request the registration of less than all shares of Restricted Stock then held by such holder or holders; and (ii) have an anticipated aggregate public offering price of not less than $5 million. For purposes of this Section 4 and Sections 5, HOWEVER6, 13(a) and 13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares and any other shares of preferred stock of any series hereafter acquired held by such holder at such time, provided, however, that the -------- ------- only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, PROVIDEDand provided, FURTHERfurther, HOWEVERhowever, that, in any -------- ------- ------- underwritten public offering contemplated by this Section 44 or Sections 5 and 6, 5 or 6 hereof, other the holders of Preferred Stock or Warrants Shares shall be entitled to sell such Preferred Stock or Warrants Shares and any other shares of preferred stock of any series hereafter acquired to the underwriters for conversion or exchange and the sale of the shares of Common Stock issued upon such conversion; PROVIDED further, HOWEVER, that if the Warrants are to be sold conversion thereof. Notwithstanding anything to the underwriterscontrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Sections 5 or 6 and in which there shall be deducted from the proceeds due have been effectively registered all shares of Restricted Stock as to the selling holder the aggregate exercise price required to be paid by such holder upon exercise of the Warrantswhich registration shall have been requested.

Required Registration. (a) At any time, time after the earliest of (i) six months after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, (ii) six months after the Company shall have become a reporting company under Section 12 of the Exchange Act, and (iii) June 30, 2006, the holders of Electra Restricted Securities constituting at least a majority of the total Electra Restricted Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby), or (ii) the holders of Nassau Restricted Securities constituting at least a majority of the total Nassau Restricted Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Series D Shares as the holders of the Conversion Shares then issuable upon conversion of such Series D Shares, (B) the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the holders of Primary Restricted Stock constituting at least a majority 20% of the total Primary shares of Restricted Stock then outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) may request the Company to register under the Securities Act all or any portion of the Nassau shares of Restricted Securities, Electra Restricted Securities or Primary Restricted Stock, as the case may be, Stock held by such requesting holder or holders for sale in the manner specified in such notice, PROVIDEDprovided that the shares of Restricted Stock for which registration has been requested shall constitute at least 10% of the total shares of Restricted Stock originally issued if such holder or holders shall request the registration of less than all shares of Restricted Stock then held by such holder or holders (or any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, HOWEVER6, 14(a) and 14(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, PROVIDEDand provided, FURTHERfurther, HOWEVERhowever, that, in any underwritten public offering contemplated by this Section 44 or Sections 5 and 6, 5 or 6 hereof, other the holders of Preferred Stock or Warrants Shares shall be entitled to sell such Preferred Stock or Warrants Shares to the underwriters for conversion or exchange and the sale of the shares of Common Stock issued upon such conversion; PROVIDED further, HOWEVER, that if the Warrants are to be sold conversion thereof. Notwithstanding anything to the underwriterscontrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Sections 5 or 6 and in which there shall be deducted from the proceeds due have been effectively registered all shares of Restricted Stock as to the selling holder the aggregate exercise price required to be paid by such holder upon exercise of the Warrantswhich registration shall have been requested.

Required Registration. (a) At any time, (i) the holders of Electra Restricted Securities constituting at least a majority of the total Electra Restricted Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby), or (ii) the holders of Nassau Restricted Securities constituting at least a majority of the total Nassau Restricted Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Series D Shares as the holders of the Conversion Shares then issuable upon conversion of such Series D Shares, (B) the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the holders of Primary Restricted Stock constituting at least a majority of the total Primary Restricted Stock outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) may request the Company to register under the Securities Act all or any portion of the Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Stock, as the case may be, held by such requesting holder or holders for sale in the manner specified in such notice, PROVIDED, HOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, PROVIDED, FURTHER, HOWEVER, that, in any underwritten public offering contemplated by Section 4, 5 or 6 hereof, other holders of Preferred Stock or Warrants shall be entitled to sell such Preferred Stock or Warrants to the underwriters for conversion or exchange and the sale of the shares of Common Stock issued upon such conversion; PROVIDED furtherFURTHER, HOWEVER, that if the Warrants are to be sold to the underwriters, there shall be deducted from the proceeds due to the selling holder the aggregate exercise price required to be paid by such holder upon exercise of the Warrants.

Required Registration. (a) At any timeThe Company shall use its best efforts to file, by the Filing Date, a registration statement (i"Registration Statement") on Form S-3 (or other suitable form, at the Company's discretion, but subject to the reasonable approval of the Holders), covering no more than 1,625,000 shares for holders of Electra Restricted Securities constituting piggyback rights at least a majority the time of this Agreement, plus covering the resale of all of the total Electra Restricted Registrable Securities, which Registration Statement, to the extent allowable under the Securities outstanding at Act and the Rules promulgated thereunder (including Rule 416), shall state that such time (treating for the purpose Registration Statement also covers such indeterminate number of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the additional shares of Common Stock as may become issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions. Such Registration Statement shall initially cover the number of shares issuable upon exercise of the Warrant, and Placement Agent Warrants plus at least One Million (C1,000,000) shares of Common Stock. The Company shall use its best efforts to have the holders Registration Statement declared effective as soon as possible. In the event that the Company is notified (which notice may be given only within sixty (60) days of Series B Warrants a Reset Date (as defined in the holders Subscription Agreement)) by a Holder of Registrable Securities relating to the Units that the Registration Statement does not cover a sufficient number of shares of Common Stock then to effect the resales of a number of shares of Common Stock equal to at least (i) one hundred fifty percent (150%) of the sum (the "Maximum Amount") of (a) the number of Unit Shares issued to Holder, plus (b) the number of shares of Common Stock that would be issuable to such Holder upon exercise of all of its Class II Warrant, and all of its Class I Warrants, including the Series B Reset Warrants, if such Warrant and conversion were exercised on the date of such notice by the Holder (a "Registration Shortfall"), the Company shall, within seven (7) business days, amend the Registration Statement or file a new Registration Statement (an "Amended" or "New" Registration Statement, respectively), as appropriate, to add such number of additional shares as would be necessary to effect the resales of a number of shares of Common Stock equal to at least two hundred percent (200%) of the Series B Shares issuable therebyMaximum Amount . If for any reason or for no reason, the Registration Statement is not declared effective under the Securities Act on or prior to the Due Date or is not available for resales of all Registrable Securities at anytime thereafter ("Registration Failure Period"), the Company shall make payments to each Holder ("Registration Failure Payments") which shall accrue at the rate of 2% per month, accruing daily, on the principal amount of $2,500,000 until the later of (a) the end of such Registration Failure Period or (b) the first Late Registration Reset Date (as defined in the Subscription Agreement), payable, at the option of the Holder (i) in shares of Common Stock ("Additional Shares"), valued at the closing bid price of the Common Stock on the business day immediately prior to the delivery of the Additional Shares or (ii) the holders of Nassau Restricted Securities constituting at least a majority in cash, in each case payable within 5 business days of the total Nassau Restricted Securities outstanding at such time (treating last day of the calendar month in which they accrue Notwithstanding the above, no Registration Failure Payments shall accrue prior to the Due Date. Such Additional Shares shall also be deemed "Registrable Securities" as defined herein. The Company covenants to use its best efforts to use Form S-3 for the purpose of such computation (A) the holders of Series D Shares as the holders of the Conversion Shares then issuable upon conversion of such Series D Shares, (B) the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the holders of Primary Restricted Stock constituting at least a majority of the total Primary Restricted Stock outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) may request the Company to register under the Securities Act registration required by this Section during all or any portion of the Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Stock, as the case may be, held by such requesting holder or holders for sale in the manner specified in such notice, PROVIDED, HOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, PROVIDED, FURTHER, HOWEVER, that, in any underwritten public offering applicable times contemplated by Section 4, 5 or 6 hereof, other holders of Preferred Stock or Warrants shall be entitled to sell such Preferred Stock or Warrants to the underwriters for conversion or exchange and the sale of the shares of Common Stock issued upon such conversion; PROVIDED further, HOWEVER, that if the Warrants are to be sold to the underwriters, there shall be deducted from the proceeds due to the selling holder the aggregate exercise price required to be paid by such holder upon exercise of the Warrantsthis Agreement.

Required Registration. (a) At any time, time after the earliest of (i) six (6) months after any registration statement covering the holders initial public offering of Electra Restricted Securities constituting at least a majority securities of the total Electra Restricted Company under the Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred StockAct shall have become effective, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby), or (ii) six (6) months after the holders of Nassau Restricted Securities constituting at least Company shall have become a majority reporting company under Section 12 of the total Nassau Restricted Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Series D Shares as the holders of the Conversion Shares then issuable upon conversion of such Series D SharesExchange Act, (B) the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the third (3rd) anniversary of the date of this Agreement, the holders of Primary Restricted Stock constituting at least a majority 40% of the total Primary shares of Restricted Stock then outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) may request the Company to register under the Securities Act all or any portion of the Nassau shares of Restricted Securities, Electra Restricted Securities or Primary Restricted Stock, as the case may be, Stock held by such requesting holder or holders for sale in the manner specified in such notice, PROVIDEDprovided that the shares of Restricted Stock for which registration has been requested shall constitute at least 20% of the total shares of Restricted Stock originally issued if such holder or holders shall request the registration of less than all shares of Restricted Stock then held by such holder or holders (or any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, HOWEVER6, 13(a) and 13(d), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, PROVIDEDand provided, FURTHERfurther, HOWEVERhowever, that, in any underwritten public offering contemplated by this Section 44 or Sections 5 and 6, 5 or 6 hereof, other the holders of Preferred Stock or Warrants Shares shall be entitled to sell such Preferred Stock or Warrants Shares to the underwriters for conversion or exchange and the sale of the shares of Common Stock issued upon such conversion; PROVIDED further, HOWEVER, that if the Warrants are to be sold conversion thereof. Notwithstanding anything to the underwriterscontrary contained herein, no request may be made under this Section 4 within one hundred eighty (180) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Sections 5 or 6 and in which there shall be deducted from the proceeds due have been effectively registered all shares of Restricted Stock as to the selling holder the aggregate exercise price required to be paid by such holder upon exercise of the Warrantswhich registration shall have been requested.

Required Registration. (a) At any time, time after the earlier of (i) the holders six (6) months after any registration statement covering a public offering of Electra Restricted Securities constituting at least a majority securities of the total Electra Restricted Company under the Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the WarrantAct shall have become effective, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby), or (ii) the holders of Nassau Restricted Securities constituting at least a majority fourth anniversary of the total Nassau Restricted Securities outstanding at such time (treating for the purpose date of such computation (A) this Agreement, the holders of Series D Shares as the holders of the Conversion Shares then issuable upon conversion of such Series D Shares, (B) the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the holders of Primary Restricted Stock constituting at least a majority sixty-six and two-thirds percent (66 2/3%) of the total Primary shares of Restricted Stock then outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) may request the Company to register under the Securities Act all or any portion of the Nassau shares of Restricted Securities, Electra Restricted Securities or Primary Restricted Stock, as the case may be, Stock held by such requesting holder or holders for sale in the manner specified in such notice, PROVIDEDprovided that the minimum offering price of such Restricted Stock shall be at least $1,000,000. For purposes of this Section 4 and Sections 5, HOWEVER6, 13(a) and 13(d), the term "Restricted Stock" shall be deemed to include (i) the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, (ii) the number of shares of Restricted Stock which would be issuable, at such time, to a holder of Preferred Warrants upon the exercise of such Preferred Warrant and subsequent conversion of the Preferred Warrant Shares, and (iii) the number of shares of Restricted Stock which would be issuable, at such time, to a holder of Note Warrants upon the exercise of such Note Warrants, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, PROVIDED, FURTHER, HOWEVER, that, in any underwritten public offering contemplated by this Section 44 or Sections 5 and 6, 5 or 6 hereof, other holders a holder of Preferred Stock Shares, Preferred Warrants, Preferred Warrant Shares or Note Warrants shall be entitled to sell such Preferred Stock Shares, Preferred Warrants, Preferred Warrant Shares or Note Warrants to the underwriters Underwriters for conversion or exchange exercise, as the case may be, and the sale of the shares of Common Stock issued upon such conversionconversion or exercise thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within one hundred eighty (180) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Sections 5 or 6 in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested; PROVIDED provided, further, HOWEVER, that if such one hundred eighty (180) day period may be extended for up to an additional sixty (60) days by a majority vote of both the Warrants are to be sold to Company's Board of Directors and the underwriters, there shall be deducted from the proceeds due to the selling holder the aggregate exercise price required to be paid by such holder upon exercise of the WarrantsCompany's shareholders.

Required Registration. (a) At any timeThe Company shall use its best efforts to file, by the Filing Date, a registration statement (i"Registration Statement") on Form S-3 (or other suitable form, at the Company's discretion, but subject to the reasonable approval of the Holders), covering no more than 120,000 shares for holders of Electra Restricted Securities constituting piggyback rights at least a majority the time of this Agreement, other than in connection with the Series B Preferred Stock, plus covering the resale of all of the total Electra Restricted Registrable Securities, which Registration Statement, to the extent allowable under the Securities outstanding at Act and the Rules promulgated thereunder (including Rule 416), shall state that such time (treating for the purpose Registration Statement also covers such indeterminate number of such computation (A) the holders additional shares of Preferred Common Stock as the holders of the Conversion Shares then may become issuable upon conversion of such the Preferred Stock, (B) Stock and the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the WarrantWarrants (i) to prevent dilution resulting from stock splits, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby), stock dividends or similar transactions or (ii) by reason of changes in the holders of Nassau Restricted Securities constituting at least a majority conversion price of the total Nassau Restricted Securities outstanding at such time (treating for Preferred Stock or the purpose of such computation (A) the holders of Series D Shares as the holders exercise price of the Conversion Shares then issuable upon conversion of such Series D Shares, (B) Warrants in accordance with the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the holders of Primary Restricted Stock constituting at least a majority of the total Primary Restricted Stock outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) may request the Company to register under the Securities Act all or any portion of the Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Stockterms thereof, as the case may be, held by such requesting holder or holders for sale in . Such Registration Statement shall initially cover the manner specified in such notice, PROVIDED, HOWEVER, that number of shares issuable upon exercise of the only securities which the Company shall be required to register pursuant hereto shall be Warrants plus at least Two Million Six Hundred Fifty Thousand (2,650,000) shares of Common Stock, PROVIDED, FURTHER, HOWEVER, that, in . The Company shall use its best efforts to have the Registration Statement declared effective as soon as possible. In the event that the Company is notified at any underwritten public offering contemplated time by Section 4, 5 or 6 hereof, other holders a Holder of Registrable Securities relating to the Preferred Stock or Warrants shall be entitled to sell such Preferred Stock or Warrants to ("Registrable Conversion Shares") that the underwriters for conversion or exchange and the sale Registration Statement does not cover a sufficient number of the shares of Common Stock issued to effect the resales of a number of shares of Common Stock equal to at least (i) one hundred fifty percent (150%) of the number of shares of Common Stock issuable to such Holder upon conversion of all of such conversion; PROVIDED furtherHolder's outstanding Preferred Stock (without regard to any limitations on conversions) for any five (5) business days out of any thirty (30) consecutive business days or (ii) one hundred and twenty-five percent (125%) of the number of shares of Common Stock issuable to such Holder upon conversion of all of such Holder's outstanding Preferred Stock (without regard to any limitations on conversions) for any two (2) consecutive business days (a "Registration Shortfall"), HOWEVERthe Company shall, that if within seven (7) business days, amend the Warrants are Registration Statement or file a new Registration Statement (an "Amended" or "New" Registration Statement, respectively), as appropriate, to add such number of additional shares as would be sold necessary to effect the underwriters, there shall be deducted from resales of a number of shares of Common Stock equal to at least two hundred percent (200%) of the proceeds due number of shares of Common Stock issuable to the selling holder the aggregate exercise price required each Holder upon conversion of all outstanding Preferred Stock (without regard to be paid any limitations on conversions). If for any reason or for no reason (including by such holder upon exercise of the WarrantsCompany's rights pursuant to Section 6 hereof), the Registration Statement is not declared effective under the Securities Act on or prior to the Due Date or is not available for resales of all Registrable Securities at anytime thereafter ("Registration Failure Period"), the Company shall make payments to each Holder ("Registration Failure Payments") which shall accrue at the rate of 2% per month, accruing daily, on each Holder's "Illiquid Amount", as defined below, for the first 30 days of such Registration Failure Period and 3% per month, accruing daily, on the Illiquid Amount, for the remainder of such Registration Failure Period, payable (i) in shares of Common Stock ("Additional Shares"), valued at the Closing Bid Price (as defined in the Certificate of Designation) of the Common Stock on the business day immediately prior to the delivery of the Additional Shares to the extent that such Registration Failure Period occurred during the first 90 days after the Due Date or (ii) in cash, to the extent that such Registration Failure Period occurred following the 90th day after the Due Date, in each case payable within 5 business days of the last day of the calendar month in which they accrue (provided, however, that a Holder may elect to receive any cash Registration Failure Payments in Common Stock in such Holder's sole discretion.

Required Registration. (a) At any time, time after the earliest of (i) the holders six months after any registration statement covering a public offering of Electra Restricted Securities constituting at least a majority securities of the total Electra Restricted Company under the Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred StockAct shall have become effective, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby), or (ii) six months after the holders of Nassau Restricted Securities constituting at least Company shall otherwise have become a majority reporting company under Section 12 of the total Nassau Restricted Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Series D Shares as the holders of the Conversion Shares then issuable upon conversion of such Series D SharesExchange Act, (B) the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the third anniversary of the date of this Agreement, the holders of Primary Restricted Stock constituting at least a majority 40% of the total Primary shares of Restricted Stock then outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of held by either Series A Purchasers or Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) Purchasers may request the Company to register under the Securities Act all or any portion of the Nassau shares of Restricted Securities, Electra Restricted Securities or Primary Restricted Stock, as the case may be, Stock held by or issuable to such requesting holder or holders for sale in the manner specified in such notice, PROVIDEDprovided that the shares of Restricted Stock for which registration has been requested shall constitute at least 20% of the total shares of Restricted Stock originally issued to and held by Series A Purchasers or Series B Purchasers if such holder or holders shall request the registration of less than all shares of Restricted Stock then held by such holder or holders (or any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering would exceed $2,000,000). For purposes of this Section 4 and Sections 5, HOWEVER6, 13(a) and 13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, PROVIDEDand provided further, FURTHER, HOWEVERhowever, that, in any underwritten public offering contemplated by this Section 44 or Sections 5 and 6, 5 or 6 hereof, other the holders of Preferred Stock or Warrants Shares shall be entitled to sell such Preferred Stock or Warrants Shares to the underwriters for conversion or exchange and the sale of the shares of Common Stock issued upon such conversion; PROVIDED further, HOWEVER, that if conversion thereof and the Warrants are holders of warrants shall be entitled to be sold sell to the underwriters, there shall be deducted from underwriters the proceeds due to the selling holder the aggregate exercise price required to be paid by such holder shares of Common Stock issuable upon exercise of the Warrants. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Sections 5 or 6 and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested.

Required Registration. (a) At any timeThe Company shall file, by the Filing Date, a registration statement (i"Registration Statement") on Form S-3 (or other suitable form, at the holders Company's discretion, but subject to the reasonable approval of Electra Restricted Subscribers), covering the resale of all shares of Registrable Securities constituting at least a majority of the total Electra Restricted Securities then outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then or issuable upon conversion of such all then outstanding Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders Stock or upon exercise of the Warrants. Such Registration Statement shall initially cover the number of shares of Common Stock issuable upon exercise of the Warrant, and Placement Agent Warrant plus at least Two Million Eight Hundred Thousand (C2,800,000) the holders of Series B Warrants as the holders of the shares of Common Stock then and (including SEC Rule 416), shall state such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and the exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby)Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the holders of Nassau Restricted Securities constituting at least a majority Conversion Price of the total Nassau Restricted Securities outstanding at such time (treating for Preferred Stock or the purpose of such computation (A) the holders of Series D Shares as the holders Exercise Price of the Conversion Shares then issuable upon conversion of such Series D Shares, (B) Warrants in accordance with the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the holders of Primary Restricted Stock constituting at least a majority of the total Primary Restricted Stock outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) may request the Company to register under the Securities Act all or any portion of the Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Stockterms thereof, as the case may be. The Company shall use its best efforts to have the Registration Statement declared effective as soon as possible. In the event that the Company determines, held which determination shall be made by such requesting holder the Company within five (5) business days after the last business day of each month after the Due Date or holders for sale in the manner specified in such notice, PROVIDED, HOWEVERis notified at any time by a Holder, that the only securities which the Company shall be required to register pursuant hereto shall be shares Registration Statement does not cover a sufficient number of Common Stock, PROVIDED, FURTHER, HOWEVER, that, in any underwritten public offering contemplated by Section 4, 5 or 6 hereof, other holders of Preferred Stock or Warrants shall be entitled to sell such Preferred Stock or Warrants to the underwriters for conversion or exchange and the sale of the shares of Common Stock issued to effect the resales of a number of shares of Common Stock equal to one hundred twenty five percent (125%) of the number of shares of Common Stock issuable to each Subscriber upon conversion of all outstanding Preferred Stock then eligible for conversion, at the Conversion Price (as defined in the Certificate of Designation of the Series A Preferred Stock) in effect on the last business day of such month (the "Assumed Conversion Price"), and upon exercise of all the outstanding Warrants (a "Registration Shortfall"), the Company shall, within five (5) business days, amend the Registration Statement or file a new Registration Statement (an "Amended" or "New" Registration Statement, respectively), as appropriate, to add such number of additional shares as would be necessary to effect the resales of a number of shares of Common Stock equal to at least one hundred fifty percent (150%) of the number of shares of Common Stock issuable to each Subscriber upon conversion of all outstanding Preferred Stock then eligible for conversion; PROVIDED further, HOWEVERat the Assumed Conversion Price then in effect and upon exercise of all the outstanding Warrants. If the Registration Statement is not filed by the Filing Date, that if Company shall pay the Warrants are Subscribers an amount equal to be sold to the underwriters, there shall be deducted from the proceeds due to the selling holder two percent (2%) per month of the aggregate exercise price amount of outstanding Preferred Stock held by Subscriber, accruing daily until the Registration Statement is filed, payable in cash or Common Stock, at the Subscriber's option, as set forth below ("Late Filing Payment"). If the Registration Statement is not declared effective by the Due Date, or if any Amended or New Registration Statement required to be paid by such holder upon exercise filed hereunder is not declared effective within two (2) calendar months of the Warrants.date it is required to be filed, the Company shall pay the Subscribers an amount equal to two percent (2%) per month of the aggregate amount of outstanding Preferred Stock held by Subscriber, accruing daily until the Registration Statement or a registration statement filed pursuant to Section 3 of this Agreement is declared effective (the "Late Registration Payment"). Any Late Filing Payment or Late Registration Payment shall be payable in cash or Common Stock, at the Subscriber's option, as follows: If Subscriber elects to be paid in cash, such late Filing Payment or Late Registration Payment shall be paid to such Subscriber within five (5) business days following the end of the month in which such Late Registration Payment was accrued. If Subscriber elects to be paid in Common Stock, such number of shares shall be determined as follows: Upon conversion of each share of Preferred Stock, the Company shall issue to the Subscriber the number of shares of Common Stock determined as set forth in Section 5(a) of the Certificate of Designation, plus an additional number of shares of Common Stock attributable to such share of Preferred Stock (the "Additional Shares") determined as set forth below: Additional Shares = Late Registration Payment + Late Filing Payment ----------------------------------------------- Conversion Price

Required Registration. (a) At any timeSubject to the limitations contained in the last paragraph of Section 9.6 hereof, after receipt of a written request from Holders of Warrants and/or Warrant Stock representing the lesser of (A) an aggregate of 30% of the total of (i) the holders all shares of Electra Restricted Securities constituting at least a majority Warrant Stock then subject to purchase upon exercise of the total Electra Restricted Securities all Warrants and (ii) all shares of Warrant Stock then outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, and (B) the holders a number of Common Warrants if then issued and outstanding, as the holders of the shares of Common Warrant Stock which the Company reasonably believes will, if sold in a public offering, yield proceeds of at least $500,000, requesting that the Company effect the registration of Warrant Stock and Warrant Stock issuable upon the exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby), or (ii) the holders of Nassau Restricted Securities constituting at least a majority of the total Nassau Restricted Securities outstanding at such time (treating for the purpose any of such computation (A) the holders of Series D Shares as the holders of the Conversion Shares then issuable upon conversion of such Series D Shares, (B) the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Holders' Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the holders of Primary Restricted Stock constituting at least a majority of the total Primary Restricted Stock outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) may request the Company to register under the Securities Act and specifying the intended method of disposition thereof, the Company shall promptly notify all or any portion Holders in writing of the Nassau Restricted Securitiesreceipt of such request and each such Holder, Electra Restricted Securities or Primary Restricted Stockin lieu of exercising its rights pursuant to Section 9.4 hereof, may elect (by written notice sent to the Company within 15 days from the date of such Holder's receipt of the aforementioned Company's notice) to have its shares of Warrant Stock included in such registration pursuant to this Section 9.3. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the case may be, held registration under the Securities Act of the Warrant Stock which the company has been so requested to register by such requesting holder or holders Holders for sale sale, by filing a registration statement with the Commission (a "Registration Statement"), all to the extent required to permit the disposition (in accordance with the manner specified in such noticeintended method thereof, PROVIDEDas aforesaid) of the Warrant Stock so registered; provided, HOWEVERhowever, that the only securities which Company shall not be required to effect more than three registrations of the Warrant Stock pursuant to this Section 9.3, except that the Company shall be required to register pursuant hereto shall be shares of Common Stock, PROVIDED, FURTHER, HOWEVER, that, in any underwritten public offering contemplated by Section 4, 5 or 6 hereof, other holders of Preferred Stock or Warrants shall be entitled effect one additional registration if the Holders requesting such registration agree to sell such Preferred Stock or Warrants to the underwriters for conversion or exchange and the sale assume all of the shares costs of Common Stock issued upon such conversion; PROVIDED further, HOWEVER, that if the Warrants are to be sold to the underwriters, there shall be deducted from the proceeds due to the selling holder the aggregate exercise price required to be paid by such holder upon exercise of the Warrantsregistration.

Required Registration. (a) At any time, On or after the earlier of (i) May 23, 2006 or (ii) 180 days after such time as the Company becomes subject to the reporting requirements under the Exchange Act, either (x) the holders of Electra Restricted Securities shares of Registrable Stock (excluding the Principals' Shares) constituting at least a majority in interest of the total Electra Restricted Securities outstanding at such time shares of Registrable Stock issued or issuable upon conversion of the issued shares of Series A Preferred Stock or (treating for the purpose of such computation (Ay) the holders of Preferred shares of Registrable Stock as (excluding the holders Principals' Shares) constituting at least thirty-five percent (35%) of the Conversion Shares then total shares of Registrable Stock issued or issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby), or (ii) the holders of Nassau Restricted Securities constituting at least a majority of the total Nassau Restricted Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Series D Shares as the holders of the Conversion Shares then issuable upon conversion of such Series D Shares, (B) the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the holders of Primary Restricted Stock constituting at least a majority of the total Primary Restricted Stock outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) may request the Company to register under the Securities Act all or any portion of the Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Stock, as the case may be, shares of Registrable Stock held by such requesting holder or holders for sale in the manner specified in such noticenotice (subject to the limitations set forth in subsection 4(d) hereof), PROVIDED, that the aggregate price to the public of such offering would exceed $5,000,000. For purposes of this SECTION 4 and SECTIONS 5, 6, 13(a) and 13(d), the term "Registrable Stock" shall be deemed to include the number of shares of Registrable Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time; PROVIDED, HOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, ; PROVIDED, FURTHER, HOWEVER, that, in any underwritten public offering contemplated by Section 4this SECTION 4 or SECTIONS 5 and 6, 5 or 6 hereof, other the holders of Preferred Stock or Warrants Shares shall be entitled to sell such Preferred Stock or Warrants Shares to the underwriters for conversion or exchange and the sale of the shares of Common Stock issued upon such conversion; PROVIDED further, HOWEVER, that if the Warrants are to be sold conversion thereof. Notwithstanding anything to the underwriterscontrary contained herein, there no request may be made under this SECTION 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Stock shall be deducted from the proceeds due have been entitled to the selling holder the aggregate exercise price required join pursuant to be paid by such holder upon exercise of the WarrantsSECTIONS 5 or 6.

Required Registration. (a) At any time, time after the earliest of (i) the holders six --------------------- months after any registration statement covering a public offering of Electra Restricted Securities constituting at least a majority securities of the total Electra Restricted Company under the Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby)Act shall have become effective, or (ii) six months after the Company shall have become a reporting company under Section 12 of the Exchange Act, the holders of Nassau Restricted Securities constituting at least a majority of the total Nassau Restricted Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Series D Shares as the holders of the Conversion Shares then issuable upon conversion of such Series D Shares, (B) the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the holders of Primary Restricted Stock constituting at least a majority 66- 2/3% of the total Primary shares of Restricted Stock then outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) may request the Company to register under the Securities Act all or any portion of the Nassau shares of Restricted Securities, Electra Restricted Securities or Primary Restricted Stock, as the case may be, Stock held by such requesting holder or holders for sale in the manner specified in such notice, PROVIDEDprovided that the shares of Restricted Stock -------- for which registration has been requested shall constitute at least 20% of the total shares of Restricted Stock then held by such holders (or any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000). For purposes of this Section 3 and Sections 4, HOWEVER5, 12(a) and 12(d), the terms "holder(s) of Restricted Stock" and "Restricted Stock" shall be deemed to include (X) holders of Preferred Shares and the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, (Y) holders of the NationsCredit Warrant and the number of shares of Class C Common Stock which would be issuable to a holder of the NationsCredit Warrant upon the exercise thereof, and (Z) holders of the Merchant Capital Warrant and the number of shares of Class B Common Stock or of Class A Common which would be issuable to a holder of the Merchant Capital Warrant upon the exercise thereof; provided, however, that the only securities which the Company -------- ------- shall be required to register pursuant hereto shall be shares of Class A Common Stock, PROVIDED, FURTHER, HOWEVER, that, in any underwritten public offering contemplated by Section 4, 5 or 6 hereof, other holders of Preferred Stock or Warrants shall be entitled to sell such Preferred Stock or Warrants to the underwriters for conversion or exchange and the sale of the shares of Common Stock issued upon such conversion; PROVIDED further, HOWEVER, that if the Warrants are to be sold to the underwriters, there shall be deducted from the proceeds due to the selling holder the aggregate exercise price required to be paid by such holder upon exercise of the Warrants.