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 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 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 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 (a) Within thirty (30) days after following the date of the ClosingClosing Date, the Issuer agrees to Company shall file a Registration Statement under the Securities Act on Form S-3 (or, if not available, on such Form as is then available to effect a registration of all Registrable Securities) covering, and shall obtain all such qualifications and compliances as may be required and as would permit the “Shelf sale and distribution of, all Registrable Securities. Company shall use its best commercial efforts to secure the effectiveness of such registration statements no later than one hundred twenty (120) days following the Closing Date. If the actual number of shares of Common Stock for which the Registrable Securities are exercisable shall exceed the number of shares of Common Stock initially registered under this Section 2, Company shall have sixty (60) days to file an amendment to the Registration Statement described herein, or an additional Registration Statement”) to register the resale of all of the Shares. The Issuer , covering such shares, and shall use commercially reasonable its best commercial efforts to cause such amendment or Registration Statement to be declared effective as soon as possible, but, in no event, later than sixty (60) days after filing. (b) Only one registration shall be effected pursuant to this Section 2. (c) Company shall use its best commercial efforts to cause the SEC to declare the Shelf Registration Statement or Registration Statements filed pursuant to this Section 2 to remain 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 (ai) the date on which all the Shares Registrable Securities shall have been sold or (ii) the date on which all Registrable Securities may be sold immediately to the public, without volume limitations, pursuant to the Shelf Registration Statement or Rule 144 promulgated 144(k) 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 ClosingAct.

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.

Required Registration. As promptly (a) (i) The Company shall prepare and, as practicable after the Closingsoon as practicable, but in no event later than thirty (30) days after the date of applicable Filing Deadline, file with the Closing, the Issuer agrees to file Commission a Registration Statement on Form S-3 (the “Shelf Registration Statement”) to register covering the resale of all of the SharesFirst Closing Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to 100% of the sum of the maximum number of shares of Common Stock issuable upon conversion of the First Notes at the initial conversion price thereof (the “Initial Required Registration Amount”); provided that should any event following the date hereof result in the maximum number of shares of Common Stock issuable upon conversion of the First Notes being increased because of the application of any provisions thereof, the Company shall promptly file an amendment to the Initial Registration Statement providing for registration of such additional shares. The Issuer shall use commercially reasonable efforts to cause the SEC to declare the Shelf Registration Statement filed hereunder shall be on Form S-1 in connection with the First Closing. Subject to the terms of this Agreement, the Company shall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the 90th day after the date of Closing; providedapplicable Effectiveness Deadline, however, that not less than two days prior to the filing of the Shelf and shall keep such 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 Statements continuously effective under the Securities Act until the earlier of: (“Rule 144”), and (bi) such time as the Issuer reasonably determines, based on an opinion of counsel, date that all of Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities, or (ii) 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 two year anniversary of the date of this Agreement (the Closing.“First Closing Effectiveness Period” or the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern

Required Registration. As promptly (a) (i) The Company shall prepare and, as practicable after the Closingsoon as practicable, but in no event later than thirty (30) days after the date of applicable Filing Deadline, file with the Closing, the Issuer agrees to file Commission a Registration Statement on Form S-3 (the “Shelf Registration Statement”) to register covering the resale of all of the SharesFirst Closing Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to 100% of the sum of the maximum number of shares of Common Stock issuable upon conversion of the First Notes or exercise of the First Warrants at the initial conversion price thereof (the “Initial Required Registration Amount”); provided that should any event following the date hereof result in the maximum number of shares of Common Stock issuable upon conversion of the First Notes or exercise of the First Warrants being increased because of the application of any provisions thereof, the Company shall promptly file an amendment to the Initial Registration Statement providing for registration of such additional shares. The Issuer shall use commercially reasonable efforts to cause the SEC to declare the Shelf Registration Statement filed hereunder shall be on Form S-1 in connection with the First Closing. Subject to the terms of this Agreement, the Company shall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the 90th day after the date of Closing; providedapplicable Effectiveness Deadline, however, that not less than two days prior to the filing of the Shelf and shall keep such 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 Statements continuously effective under the Securities Act until the earlier of: (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities, or (ii) the two year anniversary of July 6, 2022 (the “Rule 144First Closing Effectiveness Period”), 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 . The Company shall telephonically request effectiveness of the Shelf a Registration Statement. The Issuer’s obligations contained in this Section 6.2 shall terminate on the second anniversary Statement as of the date of the Closing.5:00 p.m. Eastern

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 soon as practicable after the ClosingCorporation becomes eligible to use Form S-3, but in no event later not more than thirty (30) 45 days after the date of the Closing, the Issuer agrees Corporation shall register all of the Holder Registrable Shares pursuant to file a Registration Statement registration statement on Form S-3 (the “"Shelf Registration Statement”) to register the resale of all of the SharesRegistration"). The Issuer Corporation 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 Corporation reasonably determines, based on an opinion of counsel, that all of the Holders will be eligible to sell under Rule 144 all of the Holder Registrable Shares then owned by the Holders within without the volume limitations imposed by paragraph (e) need for continued registration of Rule 144 the Holder Registrable Shares in the three three-month period immediately following the termination of the effectiveness of the Shelf Registration StatementRegistration. The Issuer’s Corporation's obligations contained in this Section 6.2 2 shall terminate on the second anniversary of the date on which the Holder Registrable Shares are issued. Notwithstanding the foregoing, the Corporation may delay filing the Shelf Registration, and may withhold efforts to cause the Shelf Registration to become effective, if the Corporation determines in good faith that such registration might (i) interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Corporation (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (ii) involve initial or continuing disclosure obligations of the ClosingCorporation. In no event shall the Corporation be entitled to so delay the filing of the Shelf Registration, or withhold efforts to cause the Shelf Registration to become effective, for a period of more than 45 days. If, after the Shelf Registration becomes effective, the Corporation advises the Holders that the Corporation considers it appropriate for the Shelf Registration to be amended, the Holders shall suspend any further sales of their registered shares until the Corporation advises them that an amendment to the Shelf Registration has been declared effective.

Required Registration. As promptly as practicable At any time after the Closingconsummation of the Merger, but the Holders owning or holding 40% of the total number of Registrable Securities, then outstanding may request that the Company prepare and file a registration statement under the 1933 Act (as adjusted, if applicable, in no event later than thirty accordance with this Paragraph 2) of the Registrable Securities held by each such Holder (30a "Demand") to become effective on or after July 25, 2000. The Holders expressly acknowledge and agree that any such registration statement may also include shares held by other shareholders of the Company which are party to registration rights agreements. The Company shall, within five (5) business days of the receipt of the Demand, give written notice of such request to the Holders (the "Company Notice") and shall file a registration statement (the "Registration Statement") not after the latest of (i) forty-five (45) calendar days after receipt of a Demand, (ii) ten (10) business days after requisite financial statements are available for inclusion in the registration statement and (iii) the date of on which the Closing, the Issuer agrees Company becomes qualified to file a Registration Statement registration statements under the 1933 Act on Form S-3 (the “Shelf Registration Statement”) to register the resale of all of the SharesS-3. The Issuer Company shall use commercially reasonable efforts to cause the SEC to declare the Shelf Registration Statement effective no later than the 90th day effect, as soon as practicable after the date filing of Closing; the applicable registration statement, the registration under the 1933 Act in accordance with Paragraph 4 hereof, of all Registrable Securities which the Holders request. The Company shall be obligated to register Registrable Securities pursuant to this Paragraph 2 on one occasion only, provided, however, that not less than two days prior to the filing of the Shelf Registration Statement, the Issuer such obligation 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 deemed satisfied with respect to the Shelf Registration Statement Holders only when a registration statement covering all Registrable Securities specified in a Demand received by the Company, for inclusion sale in accordance with the Shelf Registration Statement. The Issuer method of disposition specified by the requesting Holders, shall thereafter maintain the effectiveness have become effective and, if such method of the Shelf Registration Statement until the earlier of (a) the date on which disposition is a firm commitment underwritten public offering, all the Shares such 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 Closingthereto.

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.