Common use of Required Registrations Clause in Contracts

Required Registrations. i) The Company will include the Registrable Securities in a registration statement (the "Automatic Registration Statement") which the Company will prepare and file within 45 days after the closing of this private placement with the SEC under the Securities Act of 1933 and use its best efforts to have declared effective by the SEC within 60 days following the closing of this private placement so as to permit the public trading of the Registrable Securities no later than 90 days following the closing of this private placement. ii) If the Company fails to have the registration statement which is ultimately used to register the Registrable Securities, declared effective by the SEC within 90 days following the Closing Date, then, the Company shall continue to use its best efforts to cause the SEC to promptly declare the effectiveness of, the Automatic Registration Statement so as to permit the public trading of the Registrable Securities pursuant thereto. iii) Once the Automatic Registration Statement is declared effective by the SEC, the Company will maintain the effectiveness of the Automatic Registration Statement until at least the earlier date to occur (the "Release Date") of (i) the date that all of the Registrable Securities have been sold pursuant to the Automatic Registration Statement and (ii) the date that the holders of the Registrable Securities receive an opinion of counsel to the Company that they may sell their Registrable Securities (without limitation or restriction as to quantity or timing and without registration under the Act) pursuant to Rule 144(k) of the Act or otherwise. If the Company fails to keep the Automatic Registration Statement continuously effective during such period, then the Company shall, promptly upon the request of the Investors holding at least 50% of the unsold Registrable Securities included therein, use its best efforts to update the Automatic Registration Statement or file a new registration statement covering the unsold Registrable Securities, subject to the terms and provisions hereof. iv) The Registration Expenses shall be paid by the Company with respect to all registrations effected pursuant to this Section.

Required Registrations. i(a) The Company will include the Registrable Securities in a registration statement (the "Automatic Registration Statement") which the Company will prepare and file shall, within 45 days after of the closing of this private placement with the SEC under the Securities Act of 1933 and Closing, use its best efforts to have declared effective by file with the SEC within 60 days following the closing of this private placement so as a Registration Statement for an offering to permit the public trading be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities no later than 90 days following the closing of this private placement. ii) If the Company fails to have the registration statement which is ultimately used to register the Registrable Securities, declared effective by the SEC within 90 days following the Closing Date, then, the . The Company shall continue to use its best efforts to cause such Registration Statement to be declared effective under the Securities Act within 90 days of the Closing (or 150 days of the Closing if the SEC provides any written comments to promptly declare the effectiveness of, the Automatic Registration Statement). (b) The Registration Statement so as to shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resales by holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit the public trading of any securities other than the Registrable Securities pursuant thereto. iii) Once the Automatic to be included in any Registration Statement is declared effective by without the SEC, the Company will maintain the effectiveness consent of the Automatic Registration Statement until at least the earlier date to occur (the "Release Date") of (i) the date that all of the Registrable Securities have been sold pursuant to the Automatic Registration Statement and (ii) the date that the holders of the Registrable Securities receive an opinion of counsel to the Purchasers. The Company that they may sell their Registrable Securities (without limitation or restriction as to quantity or timing and without registration under the Act) pursuant to Rule 144(k) of the Act or otherwise. If the Company fails to keep the Automatic Registration Statement continuously effective during such period, then the Company shall, promptly upon the request of the Investors holding at least 50% of the unsold Registrable Securities included therein, shall use its best efforts to update keep the Automatic Registration Statement continuously effective under the Securities Act until the date which is two years from the date of filing (the “Effectiveness Period”) or such shorter period ending when (i) all Registrable Securities covered by the Registration Statement have been sold in the manner set forth and as contemplated in the Registration Statement or (ii) may be sold without limitation under Rule 144(k). Notwithstanding the foregoing, if the Company becomes eligible to file a new registration statement Registration Statement on Form S-3 covering the unsold Registrable Securities, subject and the Company files such a Registration Statement or converts the Registration Statement on Form S-1 to a Registration Statement on Form S-3, the terms and provisions hereofCompany may terminate the Registration Statement on Form 1 when the SEC declares such Registration Statement on Form S-3 to be effective, which Registration Statement on Form S-3 shall be deemed to be the Registration Statement for purposes of this Agreement. iv(c) The In the event that the Registration Expenses shall be Statement is not declared effective under the Securities Act within 150 days of the date of the Closing, and such holdup is not due to (i) backlog or other delay at or by the SEC, (ii) delay at or by the Company’s current or former independent accountants, or (iii) delay caused by any other matter outside of the control of the Company, the Company shall, on the 150th day following the Closing, pay 1% of the total Purchase Price paid by such Purchaser and shall, on the 180th day and each 30th day thereafter until the Registration Statement is declared effective, pay an additional 2% of the Purchase Price paid by such Purchaser, as liquidated damages. Such liquidated damages payment is the sole and exclusive right and remedy of each Purchaser with respect to any damages arising because of any delay in the Registration Statement being declared effective. No Purchaser will have any other remedy (statutory, equitable, common law or otherwise) against the Company with respect to any delay in the Registration Statement being declared effective, and all registrations effected pursuant to this Sectionsuch other remedies are hereby waived.

Required Registrations. i(a) The Company will include shall, within 30 days of the Registrable Securities in a registration statement (the "Automatic Registration Statement") which the Company will prepare and file within 45 days after the closing of this private placement with the SEC under the Securities Act of 1933 and Closing file, use its best efforts to have declared effective by file with the SEC within 60 days following the closing of this private placement so as a Registration Statement for an offering to permit the public trading be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities no later than 90 days following the closing of this private placement. ii) If the Company fails to have the registration statement which is ultimately used to register the Registrable Securities, declared effective by the SEC within 90 days following the Closing Date, then, the . The Company shall continue to use its best efforts to cause the SEC to promptly declare the effectiveness of, the Automatic such Registration Statement so as to be declared effective under the Securities Act within 90 days of the Closing. (b) The Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resales by holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit the public trading of any securities other than the Registrable Securities to be included in any Registration Statement without the consent of the Purchasers, except to the extent the Company may be obligated to include additional securities pursuant theretoto (i) that certain Registration Rights Agreement, dated as of November 5, 2003, between the Company and Whitebox Hedged High Yield Partners, or (ii) any registration rights granted or to be granted in connection with the sale of shares of the Common Stock owned by Axxxxxx Xxxx in order to satisfy the Company’s judgment against Mx. Xxxx. The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years from the date of filing (the “Effectiveness Period”) or such shorter period ending when (i) all Registrable Securities covered by the Registration Statement have been sold in the manner set forth and as contemplated in the Registration Statement or (ii) may be sold without limitation under Rule 144(k). (c) In the event that the Registration Statement is not declared effective under the Securities Act within 90 days of the date of the Closing, and such holdup is not due to (i) backlog or other delay at or by the SEC, (ii) delay at or by the Company’s independent accountants, or (iii) Once delay caused by any other matter outside of the Automatic control of the Company, the Company shall, on the 120th day following the Closing and each 30th day thereafter, pay to each of the Purchasers, in common stock purchase warrants (the “Penalty Warrants”) issued on the same terms as the Warrants, their ratable portion of 1% of the aggregate Purchase Price paid for the Common Stock, until the Registration Statement is declared effective or such earlier time as all Registrable Securities may be sold without limitation under Rule 144(k). The exercise price of the Penalty Warrants shall be the Warrants’ exercise price, provided that if the Warrants’ exercise price is not at a premium to the closing price of the Common Stock as reported by the SECNASDAQ National Market on the date immediately prior to issuance of the Penalty Warrants, the Company will maintain the effectiveness exercise price of the Automatic Registration Statement until at least the earlier date Penalty Warrants shall be equal to occur (the "Release Date") of (i) the date that all of the Registrable Securities have been sold pursuant to the Automatic Registration Statement and (ii) the date that the holders of the Registrable Securities receive an opinion of counsel to the Company that they may sell their Registrable Securities (without limitation or restriction as to quantity or timing and without registration under the Act) pursuant to Rule 144(k) of the Act or otherwise. If the Company fails to keep the Automatic Registration Statement continuously effective during such period, then the Company shall, promptly upon the request of the Investors holding at least 50110% of the unsold Registrable Securities included therein, use its best efforts to update average closing prices of the Automatic Registration Statement or file a new registration statement covering the unsold Registrable Securities, subject to the terms and provisions hereof. iv) The Registration Expenses shall be paid Common Stock as reported by the Company with respect to all registrations effected pursuant to this SectionNASDAQ National Market over the 5 business days preceding the date of issuance.

Required Registrations. i(a) The Company will include the Registrable Securities (as defined below) in a registration statement (the "Automatic Registration StatementAUTOMATIC REGISTRATION STATEMENT") which the Company will prepare and file within 45 days after the closing of this private placement with the SEC United States Securities and Exchange Commission (the "SEC") under the Securities Act as soon as practicable following the closing of 1933 the Offering and use its best efforts to have declared effective by the SEC within 60 sixty (60) days following of the closing of this private placement the Offering, so as to permit the public trading of the Registrable Securities no later than 90 sixty (60) days following after the closing of this private placementthe Offering. ii(b) If the Company fails to have file the registration statement which is ultimately used to register Automatic Registration Statement within thirty (30) days of the Registrable Securities, declared effective by closing of the SEC within 90 days following the Closing Date, thenOffering, the Company shall continue make a cash payment to use its best efforts the Investors, on a pro rata basis, equal to cause two percent (2%) of the SEC to promptly declare proceeds of the effectiveness ofOffering; thereafter, the Company will make an additional and comparable two percent (2%) payment to the Investors for every sixty (60) days that passes thereafter within which the Company does not file said Automatic Registration Statement so as to permit the public trading of the Registrable Securities pursuant theretoStatement. iii(c) Once the Automatic Registration Statement is declared effective by the SEC, the Company will maintain shall prepare and file with the effectiveness of SEC such amendments and supplements to such Automatic Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Automatic Registration Statement effective until at least the earlier date to occur (the "Release DateRELEASE DATE") of (i) the date that all of the Registrable Securities have been sold pursuant to the Automatic Registration Statement and (ii) the date that the holders of the Registrable Securities receive an opinion of counsel to the Company that they may sell their Registrable Securities (without limitation or restriction as to quantity or timing and without registration under the Act) pursuant to Rule 144(k) of the Act or otherwise. If the Company fails to keep the Automatic Registration Statement continuously effective during such period, then the Company shall, promptly upon the request of the Investors holding at least 50% of the unsold Registrable Securities included therein, use its best efforts to update the Automatic Registration Statement or file a new registration statement covering the unsold Registrable Securities, subject to the terms and provisions hereof. iv(d) The Registration Expenses shall be paid by the Company with respect to all registrations effected pursuant to this Section.

Required Registrations. i(a) The Company will include shall, within 30 days of the Registrable Securities in a registration statement (the "Automatic Registration Statement") which the Company will prepare and Closing Date file within 45 days after the closing of this private placement with the SEC under the Securities Act of 1933 and use its best efforts a Registration Statement for an offering to have declared effective by the SEC within 60 days following the closing of this private placement so as be made on a continuous basis pursuant to permit the public trading Rule 415 covering all of the Registrable Securities no later than 90 days following the closing of this private placement. ii) If the Company fails to have the registration statement which is ultimately used to register the Registrable Securities, declared effective by the SEC within 90 days following the Closing Date, then, the . The Company shall continue to use its best efforts to cause the SEC to promptly declare the effectiveness of, the Automatic such Registration Statement so as to permit be declared effective under the public trading Securities Act within 90 days of the Registrable Securities pursuant thereto. iii) Once Closing. In the Automatic event that the Registration Statement is not declared effective within 90 days of the date of the Closing, and such holdup is not due to backlog or other delay at or by the SECSEC unrelated to any action or inaction by the Company, the Company will maintain the effectiveness of the Automatic Registration Statement until at least the earlier date to occur (the "Release Date") of (i) the date that all of the Registrable Securities have been sold pursuant to the Automatic Registration Statement and (ii) the date that the holders of the Registrable Securities receive an opinion of counsel to the Company that they may sell their Registrable Securities (without limitation or restriction as to quantity or timing and without registration under the Act) pursuant to Rule 144(k) of the Act or otherwise. If the Company fails to keep the Automatic Registration Statement continuously effective during such period, then the Company shall, promptly upon on the request 120th day following the Closing and each 30th day thereafter, pay to each of the Investors holding Purchasers, in cash or Common Stock (at least 50the option of the Company), their ratable portion of 1% of the unsold aggregate Purchase Price paid for the Common Stock, until the Common Stock is either registered or there has occurred a Termination Event. (b) The Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resales by holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Securities to be included in any Registration Statement without the consent of the Purchasers, except to the extent the Company may be obligated to include additional securities pursuant to that certain Registration Rights Agreement, dated as of March 3, 2000, among the Company and the Selling Shareholders identified therein, . The Company shall use its best efforts to update keep the Automatic Registration Statement continuously effective under the Securities Act until the date which is five (5) years from the date of filing (the "Effectiveness Period") or such shorter period ending when (i) all Registrable Securities covered by the Registration Statement have been sold in the manner set forth and as contemplated in the Registration Statement or file a new registration statement covering the unsold Registrable Securities, subject to the terms and provisions hereof(ii) may be sold without limitation under Rule 144(k). iv) The Registration Expenses shall be paid by the Company with respect to all registrations effected pursuant to this Section.