Common use of Required Registration Clause in Contracts

Required Registration. As promptly as practicable after the Closing, but in no event later than thirty (30) days after the date of the Closing, the Issuer agrees to file a Registration Statement on Form S-3 (the “Shelf Registration Statement”) to register the resale of all of the Shares. The Issuer shall use commercially reasonable efforts to cause the SEC to declare the Shelf Registration Statement effective no later than the 90th day after the date of Closing; provided, however, that not less than two days prior to the filing of the Shelf Registration Statement, the Issuer shall provide the Investor (or the investment adviser of such Investor) with a copy of the Shelf Registration Statement proposed to be filed and the Issuer agrees to consider all appropriate comments provided by such Investor with respect to the Shelf Registration Statement for inclusion in the Shelf Registration Statement. The Issuer shall thereafter maintain the effectiveness of the Shelf Registration Statement until the earlier of (a) the date on which all the Shares have been sold pursuant to the Shelf Registration Statement or Rule 144 promulgated under the Securities Act (“Rule 144”), and (b) such time as the Issuer reasonably determines, based on an opinion of counsel, that all of the Holders will be eligible to sell under Rule 144 all of the Shares then owned by the Holders within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Shelf Registration Statement. The Issuer’s obligations contained in this Section 6.2 shall terminate on the second anniversary of the date of the Closing.

Required Registration. As On or prior to the Filing Date the Company shall prepare and file with the Commission a Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-1, Form SB-2 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-1, Form SB-2 or Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable possible after the Closingfiling thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in respect of the Conversion Shares and the Warrant Shares based upon the computation on the Closing Date, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than thirty ninety (3090) days after the date of the Closing, the Issuer agrees to file a Registration Statement on Form S-3 (the “Shelf Registration Statement”) to register the resale of all of the Shares. The Issuer shall use commercially reasonable efforts to cause the SEC to declare the Shelf Registration Statement effective no later than the 90th day after the date of Closing; provided, however, that not less than two days prior to the filing of the Shelf Registration Statement, the Issuer shall provide the Investor (or the investment adviser of such Investor) with a copy of the Shelf Registration Statement proposed to be filed and the Issuer agrees to consider all appropriate comments provided by such Investor with respect to the Shelf Registration Statement for inclusion in the Shelf Registration Statement. The Issuer shall thereafter maintain the effectiveness of the Shelf Registration Statement until the earlier of (a) the date on which all the Shares have been sold pursuant to the Shelf Registration Statement or Rule 144 promulgated under the Securities Act (“Rule 144”), and (b) such time as the Issuer reasonably determines, based on an opinion of counsel, that all of the Holders will be eligible to sell under Rule 144 all of the Shares then owned by the Holders within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Shelf Registration Statement. The Issuer’s obligations contained in this Section 6.2 shall terminate on the second anniversary of the date of the Closingfiling.

Required Registration. As On or prior to the Filing Date the Company shall prepare and file with the Commission a Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-1, Form SB-2 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-1, Form SB-2 or Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable possible after the Closingfiling thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold by the Purchaser or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in respect of the Conversion Shares and the Warrant Shares based upon the computation on the Closing Date, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than thirty ninety (3090) days after the date of the Closing, the Issuer agrees to file a Registration Statement on Form S-3 (the “Shelf Registration Statement”) to register the resale of all of the Shares. The Issuer shall use commercially reasonable efforts to cause the SEC to declare the Shelf Registration Statement effective no later than the 90th day after the date of Closing; provided, however, that not less than two days prior to the filing of the Shelf Registration Statement, the Issuer shall provide the Investor (or the investment adviser of such Investor) with a copy of the Shelf Registration Statement proposed to be filed and the Issuer agrees to consider all appropriate comments provided by such Investor with respect to the Shelf Registration Statement for inclusion in the Shelf Registration Statement. The Issuer shall thereafter maintain the effectiveness of the Shelf Registration Statement until the earlier of (a) the date on which all the Shares have been sold pursuant to the Shelf Registration Statement or Rule 144 promulgated under the Securities Act (“Rule 144”), and (b) such time as the Issuer reasonably determines, based on an opinion of counsel, that all of the Holders will be eligible to sell under Rule 144 all of the Shares then owned by the Holders within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Shelf Registration Statement. The Issuer’s obligations contained in this Section 6.2 shall terminate on the second anniversary of the date of the Closingfiling.

Required Registration. As promptly as practicable after the Closing, but in no event later than thirty (30) days after the date of the Closing, the Issuer agrees to file a Registration Statement on Form S-3 (the “"Shelf Registration Statement”") to register the resale of all of the Shares. The Issuer shall use commercially reasonable its best efforts to cause the SEC to declare the Shelf Registration Statement effective no later than the 90th day after the date of Closing; provided, however, that not less than two days prior to the filing of the Shelf Registration Statement, the Issuer shall provide the Investor (or the investment adviser of such Investor) with a copy of the Shelf Registration Statement proposed to be filed and the Issuer agrees to consider all appropriate comments provided by such Investor with respect to the Shelf Registration Statement for inclusion in the Shelf Registration Statement. The Issuer shall thereafter maintain the effectiveness of the Shelf Registration Statement until the earlier of (a) the date on which all the Shares have been sold pursuant to the Shelf Registration Statement or Rule 144 promulgated under the Securities Act (“"Rule 144”"), and (b) such time as the Issuer reasonably determines, based on an opinion of counsel, that all of the Holders will be eligible to sell under Rule 144 all of the Shares then owned by the Holders within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Shelf Registration Statement. The Issuer’s 's obligations contained in this Section 6.2 shall terminate on the second anniversary of the date of the Closing.

Required Registration. As promptly as practicable after the Closing, but in no event later than thirty (30) days after Following the date the Series F Stock are converted into Common Stock, upon request of the Closingholders of a majority of the shares of Common Stock received upon conversion of the Series F Stock, the Issuer will file a registration statement on Form S-1 (or S-3 if conditions change to allow the Issuer to use S-3) (the “Registration Statement”) for the resale of the Common Stock underlying the Series F Stock purchased at Closing. The Issuer agrees to use commercially reasonable efforts to file a Registration Statement as soon as possible after such request; provided, however, that if the Issuer is not eligible to use Form S-3 and if such request is made within one hundred twenty (120) days before the date that the Issuer’s next regularly scheduled Annual Report on Form S-3 10-K is due, the Issuer shall not be required to make such filing until the date that is sixty (60) days following the “Shelf Registration Statement”) to register date the resale of all of the Shares. Issuer files its next regularly scheduled Annual Report on Form 10-K. The Issuer shall subsequently use commercially reasonable efforts to cause the SEC to declare the Shelf Registration Statement effective no later than the 90th day after the date of Closing; provided, however, that not less than two days prior to the filing of the Shelf Registration Statement, the Issuer shall provide the Investor (or the investment adviser of such Investor) with a copy of the Shelf Registration Statement proposed to be filed and the Issuer agrees to consider all appropriate comments provided by such Investor with respect to the Shelf Registration Statement for inclusion in the Shelf Registration Statementas soon as possible. The Issuer shall thereafter maintain the effectiveness of the Shelf Registration Statement until the earlier of (a) the date on which all the Shares Registrable Securities have been sold pursuant to the Shelf Registration Statement or Rule 144 promulgated under the Securities Act (“Rule 144”), and (b) such time as the Issuer reasonably determines, based on an opinion of counsel, that all of the Holders will be eligible to sell under Rule 144 all of the Shares Securities then owned by the Holders within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Shelf Registration Statement. The Issuer’s obligations contained in this Section 6.2 shall terminate on , and (c) the second first anniversary of the date the Registration Statement was declared effective by the SEC. The Registration Statement filed pursuant to this Section 7.2 may include other securities of the ClosingIssuer that are held by Persons who, by virtue of agreements with the Issuer, are entitled to similar registration rights.

Required Registration. As promptly as practicable after the Closing, but in no event later than thirty (30) days after the date For purposes of the Closingthis Section 9 only, the Issuer agrees term "Registrable Securities" shall mean the AMNEX Shares acquired pursuant to file a Registration Statement on Form S-3 (the “Shelf Registration Statement”) to register the resale of all of the Shares. The Issuer shall use commercially reasonable efforts to cause the SEC to declare the Shelf Registration Statement effective no later than the 90th day after the date of Closing; this Agreement, provided, however, that if such shares of AMNEX Shares owned by Seller may be sold, pursuant to an exemption from the registration requirements of the Securities Act, including, without limitation, pursuant to Rule 144 under the Securities Act, such shares shall not less than two days be deemed to be Registrable Securities. Buyer shall in good faith use its reasonable its best efforts to cause a Registration Statement covering one-half of the Registrable Shares to become effective with the Commission on or prior to August 31, 1997 and to remain effective until the filing completion of the Shelf Registration Statement, the Issuer shall provide the Investor (or the investment adviser of such Investor) with a copy distribution of the Shelf Registrable Shares to be offered or sold, but in any case not longer than such period as is required for the intended method of distribution, or such shorter period which will terminate when all Registrable Shares covered by such Registration Statement proposed to be filed and the Issuer agrees to consider all appropriate comments provided by such Investor with respect to the Shelf Registration Statement for inclusion in the Shelf Registration Statement. The Issuer shall thereafter maintain the effectiveness of the Shelf Registration Statement until the earlier of (a) the date on which all the Shares have been sold pursuant or withdrawn. Buyer shall in good faith use its reasonable best efforts to the Shelf cause a Registration Statement covering the remaining of the Registrable Shares to become effective with the Commission on or Rule 144 promulgated under prior to August 31, 1998 and to remain effective until the Securities Act (“Rule 144”)completion of the distribution of the Registrable Shares to be offered or sold, and (b) but in any case not longer than such time period as is required for the Issuer reasonably determinesintended method of distribution, based on an opinion of counsel, that or such shorter period which will terminate when all AMNEX Shares covered by such Registration Statement have been sold or withdrawn. Buyer shall bear all of the Holders will be eligible to sell under Rule 144 all Costs and Expenses of the Shares then owned by the Holders within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Shelf such Registration Statement. The Issuer’s obligations contained in this Section 6.2 shall terminate on the second anniversary of the date of the ClosingStatements.

Required Registration. As promptly as practicable after the Closing, but in no event later than thirty (30) days after the date For purposes of the Closingthis Section 10.1 only, the Issuer agrees term "Registrable Shares" shall mean the AMNEX Shares acquired pursuant to file a Registration Statement on Form S-3 (the “Shelf Registration Statement”) to register the resale of all of the Shares. The Issuer shall use commercially reasonable efforts to cause the SEC to declare the Shelf Registration Statement effective no later than the 90th day after the date of Closing; this Agreement, provided, however, that if such shares of AMNEX Shares owned by the Selling Shareholders may be sold, in the opinion of counsel to Buyer, pursuant to an exemption from the registration requirements of the Securities Act, including, without limitation, pursuant to Rule 144 under the Securities Act, such shares shall not less than two days be deemed to be Registrable Shares. Subject to clause (b) below (i) Buyer shall use its reasonable best efforts to cause a Registration Statement covering 115,943 Registrable Shares (the "First Shares") to be filed with the Commission on or prior to March 31, 1997 (the filing "First Date") and to become effective as soon as reasonably practicable and to remain effective until the completion of the Shelf distribution of the Registrable Shares to be offered or sold, but in any case not longer than such period as is required for the intended method of distribution, or such shorter period which will terminate when all Registrable Shares covered by such Registration Statement have been sold or withdrawn, (ii) Buyer shall use its reasonable best efforts to cause a Registration Statement covering 217,391 Shares (the "Second Shares") plus, to the extent not already sold or currently registered under a Registration Statement, the Issuer shall provide the Investor (or the investment adviser of such Investor) with a copy of the Shelf Registration Statement proposed First Shares, to be filed with the Commission on or prior to September 30, 1997 (the "Second Date") and to become effective as soon as reasonably practicable and to remain effective until the Issuer agrees completion of the distribution of the Registrable Shares to consider be offered or sold, but in any case not longer than such period as is required for the intended method of distribution, or such shorter period which will terminate when all appropriate comments provided AMNEX Shares covered by such Investor with respect to the Shelf Registration Statement for inclusion in the Shelf Registration Statement. The Issuer shall thereafter maintain the effectiveness of the Shelf Registration Statement until the earlier of (a) the date on which all the Shares have been sold pursuant to the Shelf Registration Statement or Rule 144 promulgated under the Securities Act (“Rule 144”)withdrawn, and (biii) such time Buyer shall use its reasonable best efforts to cause a Registration Statement covering 217,391 Registrable Shares plus, to the extent not already sold or currently registered under a Registration Statement, the First Shares and Second Shares, to be filed with the Commission on or prior to September 30, 1998 and to become effective as soon as reasonably practicable and to remain effective until the Issuer reasonably determines, based on an opinion of counsel, that all completion of the Holders will be eligible to sell under Rule 144 all distribution of the Registrable Shares then owned to be offered or sold, but in any case not longer than such period as is required for the intended method of distribution, or such shorter period which will terminate when all AMNEX Shares covered by the Holders within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Shelf such Registration Statement. The Issuer’s obligations contained in this Section 6.2 shall terminate on the second anniversary of the date of the ClosingStatement have been sold or withdrawn.

Required Registration. As promptly Acquiror shall prepare and file with the --------------------- Commission a shelf registration statement on Form S-3 (or such successor or other appropriate form) under the Securities Act with respect to the Registrable Shares (the "REGISTRATION STATEMENT") and to effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under applicable state securities or "blue sky" laws and compliance with any other applicable governmental requirements or regulations) as practicable after any selling Holder may reasonably request (it being understood that each Holder hereby requests qualification or other clearance for the Closingsale of the Registrable Shares in the states of the United States) and that would permit or facilitate the sale of Registrable Shares (provided however that Acquiror shall not be required in connection therewith to qualify to do business or to file a general consent to service of process in any such state or jurisdiction), but in no event each case so that the Registration Statement shall become effective not later than May 17, 1999, and all other such registrations, qualifications and compliances may become effective on or prior to the later of May 17, 1999 or thirty (30) days after the date of the Closinga Holder requested such additional registration, the Issuer agrees to file a Registration Statement on Form S-3 (the “Shelf Registration Statement”) to register the resale of all of the Sharesqualification or compliance. The Issuer shall use commercially reasonable efforts to cause the SEC to declare the Shelf Registration Statement effective no later than the 90th day after the date of Closing; provided, however, that not less than two days prior to the filing of the Shelf Registration Statement, the Issuer shall provide the Investor (or the investment adviser of such Investor) with a copy of the Shelf Registration Statement proposed to be filed and the Issuer agrees to consider all appropriate comments provided by such Investor with respect to the Shelf Registration Statement for inclusion in the Shelf Registration Statement. The Issuer shall thereafter Acquiror will maintain the effectiveness of the Shelf Registration Statement until the earlier of and other applicable registrations, qualifications and compliances for up to eighteen (a18) months from the date on which all that the Shares have been sold pursuant to the Shelf Registration Statement or Rule 144 promulgated under first becomes effective (the Securities Act (“Rule 144”"REGISTRATION EFFECTIVE PERIOD"). Following the later to occur of the Pooling Report Filing Date and the date the Registration Statement is first declared effective, and (b) such time as the Issuer reasonably determines, based on an opinion of counsel, that all of the Holders will be eligible permitted (subject in all cases to sell under Rule 144 all the provisions of the Shares then owned by the Holders within the volume limitations imposed by paragraph (ec) of Rule 144 this Section 7) to offer and sell Registrable Shares during the Registration Effective Period in the three month period immediately following manner described in the termination of Registration Statement provided that the effectiveness of the Shelf Registration Statement. The Issuer’s obligations contained in this Section 6.2 shall terminate on the second anniversary of the date of the ClosingStatement remains effective and has not been suspended.

Required Registration. As promptly as practicable after the Closing, but in no event later than thirty (30) days after the date of the Closing, the --------------------- Issuer agrees to file a Registration Statement on Form S-3 (the “Shelf Registration Statement”) to register the resale of all of the SharesShares pursuant to a registration statement on Form S-3, or, if Issuer is not then eligible to use Form S-3, such other form as may be appropriate (the "Shelf Registration"). The Issuer shall use commercially reasonable efforts to cause the SEC to declare the Shelf Registration Statement effective no later than the 90th day after the date of Closing; provided, however, that not less than two days prior to the filing of the Shelf Registration Statement, the Issuer shall provide the Investor (or the investment adviser of such Investor) with a copy of the Shelf Registration Statement proposed to be filed and the Issuer agrees to consider all appropriate comments provided by such Investor with respect to the Shelf Registration Statement for inclusion in the Shelf Registration Statement. The Issuer shall thereafter maintain the effectiveness of the Shelf Registration Statement until the earlier of (a) the date on which all the Shares have been sold pursuant to the Shelf Registration Statement or Rule 144 promulgated under the Securities Act (“Rule 144”), and (b) such time as the Issuer reasonably determines, determines based on an opinion of counsel, counsel that all of the Holders will be eligible to sell under Rule 144 all of the Shares then owned by the Holders within without the volume limitations imposed by paragraph (e) need for continued registration of Rule 144 the Shares in the three month period immediately following the termination of the effectiveness of the Shelf Registration StatementRegistration. The Issuer’s 's obligations contained in this Section 6.2 shall terminate on the second anniversary of the date on which the Shares are issued hereunder. Notwithstanding the foregoing, Issuer may delay filing the Shelf Registration, and may withhold efforts to cause the Shelf Registration to become effective, if Issuer 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 Issuer (whether or not a final decision has been made to undertake such transaction) at the Closingtime the right to delay is exercised, or (ii) involve initial or continuing disclosure obligations that might not be in the best interest of Issuer's stockholders. If, after the Shelf Registration becomes effective, Issuer advises the Holders that Issuer considers it appropriate for the Shelf Registration to be amended, the Holders shall suspend any further sales of their registered shares until Issuer advises them that an amendment to the Shelf Registration has been declared effective.

Required Registration. As promptly as practicable after the Closing, but in no event later than thirty sixty (3060) days after the date of the Closing, the Issuer agrees to file a Registration Statement on Form S-3 (the “"Shelf Registration Statement”") to register the resale of all of the Shares. The Issuer shall use commercially reasonable efforts to cause the SEC to declare the Shelf Registration Statement effective no later than the 90th day as soon as practicable after the date of Closing; provided, however, that not less than two days prior filing and to the filing of the Shelf Registration Statement, the Issuer shall provide the Investor (or the investment adviser of such Investor) with a copy of the Shelf Registration Statement proposed to be filed and the Issuer agrees to consider all appropriate comments provided by such Investor with respect to the Shelf Registration Statement for inclusion in the Shelf Registration Statement. The Issuer shall thereafter maintain the effectiveness of the Shelf Registration Statement until the earlier of (a) the date on which all the Shares have been sold pursuant to the Shelf Registration Statement or Rule 144 promulgated under the Securities Act (“Rule 144”), and (b) such time as the Issuer reasonably determines, based on an opinion of counsel, that all of the Holders will be eligible to sell under Rule 144 promulgated under the Securities Act all of the Shares then owned by the Holders within without the volume limitations imposed by paragraph (e) need for continued registration of Rule 144 the Shares in the three month period immediately following the termination of the effectiveness of the Shelf Registration Statement. The period of time during which the Company is required hereunder to keep the Registration Statement effective is referred to herein as the "Registration Period." Notwithstanding the foregoing, the Issuer’s 's obligations contained in this Section 6.2 shall terminate on the second anniversary of the date on which the Shares are issued hereunder. The Issuer covenants that it will provide written notice to the Investor that the Issuer's registration statement on Form S-3 registering the Shares sold hereunder to the Investor has been declared effective by the SEC, which notice shall be given promptly after the Issuer has received notice of such effectiveness from the SEC. The Issuer will provide a draft of the ClosingShelf Registration Statement to the Investor at least three days prior to filing and give the Investor an opportunity to review the same.

Required Registration. As promptly Subject to Sections 1.5 and 5.2 hereof, as practicable soon as possible after the ClosingFinal Closing Date, but in no event later than thirty (30) days after the date of the ClosingDecember 28, 2003, the Issuer agrees to Company shall, at its sole cost and expense, file a Registration Statement on Form S-3 (or other appropriate form under the “Shelf Registration Statement”) to register 1933 Act with the SEC covering the resale by Holder of all of the Conversion Shares, time being of the essence. The Issuer shall Company will use commercially its reasonable efforts to cause the SEC to declare the Shelf have such Registration Statement declared effective no later than the 90th day as soon as possible after the date of Closing; providedfiling, however, that not less than two days prior and to the filing of the Shelf Registration Statement, the Issuer shall provide the Investor (or the investment adviser of keep such Investor) with a copy of the Shelf Registration Statement proposed to be filed current and effective for at least two (2) years from December 28, 2003 or until such earlier date as the Issuer agrees to consider all appropriate comments provided by such Investor Company's registration obligations with respect to the Shelf Conversion Shares terminate pursuant to Section 5.2 hereof. Notwithstanding anything to the contrary contained herein, if such Registration Statement for inclusion in shall not be filed with the Shelf Registration Statement. The Issuer shall thereafter maintain SEC by December 28, 2003 or the effectiveness of the Shelf Registration Statement until shall not be declared effective by the date that is three months after the earlier of (a) December 28, 2003 or the date on which all the Shares have been sold pursuant to the Shelf Registration Statement or Rule 144 promulgated under the Securities Act (“Rule 144”), and (b) such time as the Issuer reasonably determines, based on an opinion of counsel, that all of the Holders will be eligible to sell under Rule 144 all of the Shares then owned by the Holders within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Shelf Registration Statement. The Issuer’s obligations contained in this Section 6.2 shall terminate on the second anniversary of the initial filing date of the ClosingRegistration Statement (for purposes of this Section 1.1, the "Target Effective Date"), in either case assuming full cooperation by the Holder (including compliance by the Holder with all its obligations under Section 1.6 hereof), then (i) with respect to the failure to file the Registration Statement by December 28, 2003, the Conversion Price for the Preferred Stock and the Warrant Price for the Warrants shall be reduced (and concomitantly the number of shares of Common Stock issuable upon the conversion of the Preferred Stock and upon the exercise of the Warrants shall increase) by the percentage resulting from multiplying two and one-half percent (2.5%) by the number of thirty (30) day periods, or any part thereof, beyond December 28, 2003, until the initial Registration Statement described herein covering the Conversion Shares is filed with the SEC and/or (ii) with respect to the Registration Statement not being declared effective by the Target Effective Date, the Conversion Price for the Preferred Stock and the Warrant Price for the Warrants shall be reduced (and concomitantly the number of shares of Common Stock issuable upon the conversion of the Preferred Stock and upon the exercise of the Warrants shall increase) by the percentage resulting from multiplying two and one-half percent (2.5%) by the number of thirty (30) day periods, or any part thereof, beyond the Target Effective Date, until the initial Registration Statement described herein covering the Conversion Shares is declared effective. The maximum reduction pursuant to this provision shall be fifteen percent (15%) with regard to the Preferred Stock Conversion Price and thirty-three and one-third percent (33?%) with regard to the Warrant Price, a floor of $2.00 in the case of the Preferred Stock Conversion Price and $2.00 in the case of the Warrant Price.

Required Registration. As promptly as practicable after the Closing, but in no event later than thirty (30a) days after the date of the ClosingSubject to this Section 3, the Issuer agrees to Company shall prepare and file with the Commission a Registration Statement on Form S-3 (the “Shelf Registration Statement”) to register covering the resale of all of the SharesRegistrable Securities on May 5, 2001 (the "Filing Date"). In the event that Form S-3 is unavailable for such a registration or does not cover all of the Registrable Securities, the Company shall (i) register the sale of the Registrable Securities on another appropriate form reasonably acceptable to the Investor of the Registrable Securities and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available. The Issuer Company shall use commercially its reasonable best efforts to cause the SEC to declare the Shelf have such Registration Statement declared effective no later than as soon after the 90th filing thereof as possible. In the event that the Registration Statement is not declared effective by May 25, 2001 (the "Target Effective Date"), then, subject to Section 3(b) and Section 3(c) below, the Company will pay Investor, within five (5) business days of the Actual Effective Date (as defined below) the amount of eight hundred eighty-five dollars ($885) per day for each full day after the date of Closing; providedTarget Effective Date that the Registration Statement has not been declared effective (such aggregate amount, however, that not less than two days prior the "Per Diem Payment"). Such Per Diem Payment shall be increased by an amount equal to the filing product of (1) the Shelf amount, if any, by which the closing price for the Company's Common Stock, as reported on The Nasdaq Stock Market (the "Closing Price") on the Target Effective Date exceeds the Closing Price on the date the Registration StatementStatement is declared effective by the Commission (the "Actual Effective Date") and (2) the number of Registrable Securities (such amount plus the Per Diem Payment, the Issuer shall provide the Investor (or the investment adviser of such Investor) with a copy of the Shelf "Delayed Registration Statement proposed to be filed and the Issuer agrees to consider all appropriate comments provided by such Investor with respect to the Shelf Registration Statement for inclusion in the Shelf Registration Statement. The Issuer shall thereafter maintain the effectiveness of the Shelf Registration Statement until the earlier of (a) the date on which all the Shares have been sold pursuant to the Shelf Registration Statement or Rule 144 promulgated under the Securities Act (“Rule 144”Payment"), and (b) such time as the Issuer reasonably determines, based on an opinion of counsel, that all of the Holders will be eligible to sell under Rule 144 all of the Shares then owned by the Holders within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Shelf Registration Statement. The Issuer’s obligations contained in this Section 6.2 shall terminate on the second anniversary of the date of the Closing.

Required Registration. As promptly as practicable (a) The Issuer and the Investor acknowledge that the Issuer is ineligible to use Form S-3 under the Securities Act until April 10, 2003. The Issuer shall use commercially reasonable efforts to file within 180 days after the Closingdate of the Closing a registration statement on Form S-3 or a similar form of “evergreen” registration statement which covers the resale of all the Registrable Securities under an appropriate form under Rule 415 of the Securities Act, but in no event later than thirty (30) or any similar rule that may be adopted by the SEC. If the Issuer is not S-3 Eligible on or after April 10, 2003, the Issuer shall use commercially reasonable efforts to file within 180 days after the date of the Closing, a registration statement on Form S-1 which covers the resale of all the Registrable Securities. Furthermore, if the Issuer agrees is ineligible to file use a Form S-3 at any time after April 10, 2003, each reference to a Form S-3 Registration Statement on contained in this section shall apply to a Form S-3 S-1 Registration Statement (the “Shelf Registration Statement”) to register the resale of all of the Shares). The Issuer shall use commercially reasonable best efforts to cause the SEC to declare the Shelf Registration Statement effective no later than the 90th day as soon as practicable after the date of Closing; provided, however, that not less than two days prior filing and to the filing of the Shelf Registration Statement, the Issuer shall provide the Investor (or the investment adviser of such Investor) with a copy of the Shelf Registration Statement proposed to be filed and the Issuer agrees to consider all appropriate comments provided by such Investor with respect to the Shelf Registration Statement for inclusion in the Shelf Registration Statement. The Issuer shall thereafter maintain the effectiveness of the Shelf Registration Statement until the earlier of (a) the date on which all the Shares have been sold pursuant to the Shelf Registration Statement or Rule 144 promulgated under the Securities Act (“Rule 144”), and (b) such time as the Issuer reasonably determines, based on an a written opinion of counsel, that all of the Holders Holders, acting separately, will be eligible to sell under Rule 144 all of the Shares Registrable Securities then respectively owned by the Holders within without the volume limitations imposed by paragraph (e) need for continued registration of Rule 144 the Registrable Securities in the three month period immediately following the termination of the effectiveness of the Shelf Registration StatementStatement pursuant to Rule 144 promulgated under the Securities Act. The Issuer’s obligations contained in this Section 6.2 6.2(a) shall terminate on the second anniversary earlier of the expiration period of Rule 144(k) under the Securities Act with respect to the Registrable Securities or two years after the issue date of the ClosingShares or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold.

Required Registration. As (a) The Company shall use its reasonable best efforts to prepare and as promptly as practicable possible after the Closingdate hereof, but in no event any event, not later than thirty forty five (3045) days after from the date of Closing Date (or, if such 45th day is not a Business Day, by the Closing, first Business Day thereafter) (the Issuer agrees to “Required Filing Date”) file a Registration Statement on Form S-3 with respect to the Registrable Securities with the SEC (the “Shelf Required Registration Statement”) to register the resale of all of the Shares. The Issuer and shall use commercially its reasonable best efforts to cause the SEC to declare the Shelf Required Registration Statement to be declared effective no later than under the 90th day Securities Act within 150 days after the date of Closing; providedClosing Date (or, howeverif such 150th day is not a Business Day, that by the first Business Day thereafter). If the Required Registration Statement is not less filed with the SEC by the Required Filing Date, other than two days prior due to failure by a Designated Holder to furnish information or consents required (as provided in Section 2.7 hereof or as reasonably determined necessary by the filing of the Shelf Company after consultation with counsel) to be included in such Required Registration Statement, the Issuer Company shall provide the Investor pay each Designated Holder in cash an amount per month equal to one and one-half percent (or the investment adviser of such Investor1.5%) with a copy of the Shelf Registration Statement proposed to be filed and the Issuer agrees to consider all appropriate comments provided amount paid by such Investor with respect to Designated Holder for the Shelf Registration Statement for inclusion in the Shelf Registration Statement. The Issuer shall thereafter maintain the effectiveness of the Shelf Registration Statement until the earlier of (a) the date on which all the Shares have been sold Registrable Securities pursuant to the Shelf Registration Statement or Rule 144 promulgated under Purchase Agreement, which amount shall be payable by the Securities Act tenth (“Rule 144”10th) day after the end of each such month and shall be the Designated Holders’ sole remedy for such failure (other than any equitable remedies available to such Holder, such as specific performance), and (b) such time as the Issuer reasonably determines, based on an opinion of counsel, that all . The amounts payable to each Designated Holder pursuant to this Section shall bear interest at a rate of the Holders will be eligible to sell under Rule 144 all lesser of twelve percent (12%) per annum, compounded annually, or the Shares maximum rate then owned permitted by the Holders within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Shelf Registration Statement. The Issuer’s obligations contained in this Section 6.2 shall terminate on the second anniversary of the date of the Closingapplicable law.

Required Registration. As promptly as practicable after the Closing, but in no event later than thirty (30) days after the date of the Closing, the Issuer agrees to file a Registration Statement on Form S-3 (the “"Shelf Registration Statement”") to register the resale of all of the Shares. The Issuer shall use commercially reasonable efforts to cause the SEC to declare the Shelf Registration Statement effective no later than the 90th 120th day after the date of Closing; provided, however, that not less than two days prior to the filing of the Shelf Registration Statement, the Issuer shall provide the Investor (or the investment adviser of such Investor) with a copy of the Shelf Registration Statement proposed to be filed and the Issuer agrees to consider all appropriate comments provided by such Investor with respect to the Shelf Registration Statement for inclusion in the Shelf Registration Statement. The Issuer shall thereafter maintain the effectiveness of the Shelf Registration Statement until the earlier of (a) the date on which all the Shares have been sold pursuant to the Shelf Registration Statement or Rule 144 promulgated under the Securities Act (“"Rule 144”"), and (b) such time as the Issuer reasonably determines, based on an opinion of counsel, that all of the Holders will be eligible to sell under Rule 144 all of the Shares then owned by the Holders within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Shelf Registration Statement. The Issuer’s 's obligations contained in this Section 6.2 shall terminate on the second anniversary of the date of the Closing.