Common use of Resale Registration Clause in Contracts

Resale Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC no later than December 31, 2005 (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities (a “Resale Registration Statement”). The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to cause the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) after the Issue Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may permit any of its security holders to include any of the Company’s securities in the Initial Resale Registration Statement or any Subsequent Resale Registration Statement.

Resale Registration. Until the earlier of the third anniversary of the Closing Date and the date Erekesef shall become entitled to sell the Global Shares pursuant to subsection (ak) The Company of Rule 144, Erekesef shall prepare and have the right to require Global to file or cause to be prepared and filed with the SEC no later than December 31, 2005 Securities and Exchange Commission (the “Filing Deadline Date”) "SEC"), a Registration Statement registration statement on Form S-3 (or such other form as the “Initial Resale Registration Statement”) registering the resale SEC may from time to time by Holders of all of prescribe for such purposes) covering the Registrable Securities Global Shares (a “the "Resale Registration Statement”). The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts ") and to cause the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) after the Issue Date, SEC within 90 days thereafter and to keep, subject to Section 3(d)(A) hereof, maintain the Initial effectiveness of the Resale Registration Statement until the earlier of (or any Subsequent i) the completion of the offering covered by the Resale Registration Statement, and (ii) continuously effective the date Erekesef shall become entitled to sell the Global Shares pursuant to subsection (k) of Rule 144; in the event Global proposes to register an underwritten offering of its Common Stock for its own account under the Securities Act until Act, it shall have the expiration right to delay or suspend the filing or effectiveness of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective for up to an aggregate of 104 days in any 12-month period to facilitate such registration. If Erekesef proposes to effect an underwritten offering, Global shall be named as a selling security holder enter into an underwriting agreement in customary form with the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders)managing underwriter selected by Erekesef. Notwithstanding the foregoing, no Holder in the event of a material development in the business of Global, Global shall advise Erekesef of such event and Erekesef shall cease using the prospectus included in the Resale Registration Statement until forty-eight (48) hours following the public disclosure of such event. Global shall promptly disclose all such material developments PROVIDED THAT it shall be entitled to have delay such disclosure for a reasonable period of time for valid business purposes, not to exceed five (5) business days without the Registrable Securities held by it covered by such consent of Erekesef, not to be unreasonably withheld. Erekesef shall pay the registration filing fee and legal costs related to the preparation of the Resale Registration Statement unless (provided that Global shall use lawyers reasonably designated by Erekesef for such Holder has provided a Notice purpose), and Questionnaire in accordance with Global shall pay all expenses related to the preparation and in compliance with Section 4. The Company may permit any filing of its security holders reports to include any the Securities and Exchange Commission under the Securities Exchange Act of 1934 and all other documents incorporated by reference into the registration statement, including the cost of responding to comments of the Company’s securities in SEC relating to the Initial Resale Registration Statement or any Subsequent Resale Registration Statementdocuments which have been incorporated by reference into the registration statement.

Resale Registration. (a) The On or prior to the Filing Date the Company shall prepare and file or cause with the Commission a "resale" Registration Statement providing for the resale of all Registrable Securities for an offering to be prepared and filed with the SEC no later than December 31, 2005 (the “Filing Deadline Date”) made on a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time continuous basis pursuant to time by Holders of all of the Registrable Securities (a “Resale Registration Statement”)Rule 415. The Initial Resale Registration Statement shall be on Form S-3 or (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance herewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the methods of distribution set forth in the Initial Resale Registration StatementRegistrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II hereto to be included in the Registration Statement and (ii) use its commercially reasonable best efforts to cause the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) as promptly as possible after the Issue filing thereof, but in any event prior to the Effectiveness Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale keep such Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until such date as is the expiration 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"). The Company shall request that the effective time of the Effectiveness PeriodRegistration Statement is 4:00 p.m. Eastern Time on the effective date. Each Holder that became a Notice Holder on or prior If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the date ten actual number of shares of Common Stock into which the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (1020) Business Days prior to file such additional Registration Statement, and the time that the Initial Resale Company shall use its best efforts to cause such additional Registration Statement became to be declared effective shall be named by the Commission as a selling security holder soon as possible, but in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law no event later than sixty (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may permit any of its security holders to include any of the Company’s securities in the Initial Resale Registration Statement or any Subsequent Resale Registration Statement60) days after filing.

Resale Registration. Within ninety (a90) The Company days of the Original Advance Date (the “Filing Date”), the Issuer shall prepare and file or cause to be prepared and filed with the SEC no later than December 31, 2005 Securities and Exchange Commission (the “Filing Deadline DateCommission”) a “resale” Registration Statement (the “Initial Resale Registration Statement”) registering providing for the resale from time to time by Holders of all of the Registrable Securities (by means of an offering to be made on a “Resale Registration Statement”)continuous basis pursuant to Rule 415. The Initial Resale Registration Statement shall be on Form S-3 or (except if the Issuer is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with herewith and the methods of distribution set forth in Securities Act and the Initial Resale Registration Statementrules promulgated thereunder). The Company Issuer shall use its commercially reasonable best efforts to cause the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) as promptly as possible after the Issue Datefiling thereof, but in any event on or prior to the Effectiveness Date (as defined below), and to keep, subject to Section 3(d)(A) hereof, the Initial Resale keep such Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until such date as is the expiration 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 as determined by the counsel to the Issuer pursuant to a written opinion letter, addressed to the Issuer's transfer agent to such effect (the “Effectiveness Period”). The Issuer shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness PeriodDate. Each Holder that became a Notice Holder on or prior If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the date ten actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement, the Issuer shall have twenty (1020) Business Days prior to file such additional Registration Statement, and the time Issuer 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 sixty (60) days after such filing. For purposes of this Section 11, “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of (A) the sixtieth (60th) day following the filing date of such Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the ninetieth (90th) day following such filing date) or (B) the date which is within five (5) Business Days after the date on which the Commission informs the Issuer (i) that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in Commission will not review such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may permit any of its security holders to include any of the Company’s securities in the Initial Resale Registration Statement or any Subsequent Resale (ii) that the Issuer may request the acceleration of the effectiveness of such Registration Statement; provided that, if the Effectiveness Date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day. For purposes herein, “Registrable Securities” means the Conversion Shares and the Warrant Shares and any other shares of common stock issuable pursuant to the exercise of the Warrants (without regard to any limitation on such exercise), and any shares of capital stock issued or issuable from time to time (with any adjustments) in replacement of, in exchange for or otherwise in respect of the Conversion Shares or the Warrant Shares.

Resale Registration. (a) The On or prior to the Filing Date, the Company shall prepare and file or cause with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be prepared and made on a continuous basis pursuant to Rule 415 provided that such initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount as of the date such Registration Statement is initially filed with the SEC no later than December 31, 2005 (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities (a “Resale Registration Statement”)Commission. The Initial Resale Registration Statement shall be on Form S-3 S-1 (or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth in the Initial Resale Registration Statementherewith). The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its commercially reasonable efforts to cause the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) as promptly as possible after the Issue filing thereof, but in any event prior to the Effectiveness Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale keep such Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until such date when all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement, the Company shall have thirty (30) Business Days to file such additional Registration Statement, and the Company shall use its commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than ninety (90)) days after such filing; provided, however that if the prior Registration Statement was filed within six months of such sixty (60) or ninety (90) day period, then the sixty (60) and ninety (90) days shall commence immediately after the expiration of the Effectiveness Period. Each Holder date that became a Notice Holder on or prior to is six months after the date ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may permit any of its security holders to include any filing of the Company’s securities in the Initial Resale Registration Statement or any Subsequent Resale prior Registration Statement, unless then current securities laws permit the earlier registration of same.

Resale Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC no later than December 31, 2005 a date which is forty (40) days after the Issue Date (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities (a “Resale Registration Statement”). The Initial Resale Registration Statement shall be on Form S-1 or Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders as selling shareholders and not as underwriters in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to cause the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) after the Issue Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period; provided, however, that if the SEC deems that the Company is ineligible to use Form S-3 to register the resale by Holders of the Registrable Securities because one or more of the Holders are deemed to be Affiliates of the Company, then the Filing Deadline Date with respect to any such Affiliate shall be 90 days after the Issue Date and the Effectiveness Deadline Date shall be 180 days after the Issue Date. Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective shall be named as a selling security holder and not as an underwriter in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may permit Shoreline Pacific, LLC and Regent Securities Capital Corporation (or any of its security holders their affiliated entities) (the “Placement Agents”) to include any the Common Shares issuable upon exercise of the Company’s securities Compensation Warrants in the Initial Resale Registration Statement or any Subsequent Resale Registration Statement.

Resale Registration. (a) 2.1.1 The Company shall prepare and agrees to use its commercially reasonable efforts to file or cause to be prepared and filed with the SEC no later than December 31, 2005 (the “Filing Deadline Date”) Commission a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities registration statement on Form S-1 (a “Resale Registration Statement”) to register the resale of the Registrable Securities, within forty-five (45) days after the closing of the Company’s IPO (the “Filing Deadline”). The Initial , and to cause such Resale Registration Statement be declared effective within four (4) months after the closing of the Company’s IPO (the “Effectiveness Deadline”; provided, however, that if the Company is notified by the Commission that the Resale Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Resale Registration Statement shall be the fifth (5th) Trading Day following the date on Form S-3 which the Company is so notified if such date precedes the dates otherwise required above; provided, further, that if the Effectiveness Deadline falls on a Saturday, Sunday or another appropriate form permitting registration of such Registrable Securities other day that the Commission is closed for resale by such Holders in accordance with business, the methods of distribution set forth in Effectiveness Deadline shall be extended to the Initial Resale Registration Statement. The Company next Business Day on which the Commission is open for business), and shall use its commercially reasonable efforts to cause the Initial keep such Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) after the Issue Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act for two (2) years after the effective date of the Resale Registration Statement, or until the expiration date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2)), as reasonably determined by the counsel to the Company (the “Effectiveness Period”). The Company shall promptly notify the Holders via facsimile or by e-mail of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to effectiveness of the date ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective on the same Business Day that the Company confirms effectiveness with the Commission, which shall be named the date requested for effectiveness of such Resale Registration Statement. The Buyer shall, by 9:30 a.m. Eastern Time on the second Business Day after the effective date of such Resale Registration Statement, file a final Prospectus with the Commission as a selling security holder required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Initial Resale Registration Statement and are contingent upon the related Prospectus Holders furnishing in writing to the Company such a manner as to permit such Holder to deliver such Prospectus to purchasers other information regarding each of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such the Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and each of the Holders shall execute such Resale Registration Statement unless documents in connection with such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The registration as the Company may permit any reasonably request that are customary of its security holders to include any of the Company’s securities a selling stockholder in the Initial Resale Registration Statement or any Subsequent Resale Registration Statementsimilar situations.

Resale Registration. (a) The Company No later than 120 days following the Effective Time, New Holdco shall prepare and file or cause a registration statement under the Securities Act to be prepared and filed with permit the SEC no later than December 31, 2005 public resale of Registrable Securities (the “Filing Deadline Date”as defined below) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale then outstanding from time to time as permitted by Holders Rule 415 of the Securities Act with respect to all of the Registrable Securities (a the “Resale Registration Statement”). The Initial Resale Registration Statement filed pursuant to this Agreement shall be on Form S-3 or another such appropriate registration form permitting registration of such the SEC as shall be selected by New Holdco so long as it permits the continuous offering of the Registrable Securities for resale by pursuant to Rule 415 of the Securities Act or such Holders in accordance with the methods of distribution set forth in the Initial Resale Registration Statementother rule as is then applicable. The Company New Holdco shall use its commercially reasonable efforts to cause the Initial Resale Registration Statement to be declared become effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) on or as soon as practicable after the Issue Date, and to keep, subject to Section 3(d)(A) hereof, the Initial filing thereof. Any Resale Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders (or as defined below) of any Subsequent and all Registrable Securities covered by such Resale Registration Statement) continuously effective under . New Holdco shall use its commercially reasonable efforts to cause the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective shall filed pursuant to this Agreement to be named as a selling security holder in effective, supplemented and amended to the Initial Resale Registration Statement and extent necessary to ensure that it is available for the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers resale of all Registrable Securities in accordance with applicable law (other than laws not generally applicable to by the Holders until all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4have ceased to be Registrable Securities (the “Effectiveness Period”). The Company may permit any of its security holders to include any of the Company’s securities in the Initial Resale Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Subsequent prospectus contained in such Resale Registration Statement, in the light of the circumstances /under which a statement is made).

Resale Registration. (a) The On or prior to the Filing Date, the Company shall prepare and file or cause with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be prepared and filed with the SEC no later than December 31, 2005 (the “Filing Deadline Date”) made on a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time continuous basis pursuant to time by Holders of all of the Registrable Securities (a “Resale Registration Statement”)Rule 415. The Initial Resale Registration Statement shall be on Form S-1 or Form S-3 (or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth in the Initial Resale Registration Statementherewith). The Company shall shall: (i) include the Registrable Securities in the Registration Statement; and (ii) use its commercially reasonable efforts to cause the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) as promptly as possible after the Issue filing thereof, but in any event prior to the Effectiveness Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale keep such Registration Statement (or any Subsequent Resale 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, (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect or (z) one year after the date hereof (the “Effectiveness Period”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have ninety (90) Business Days to file such additional Registration Statement, and the Company shall use its commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than one hundred twenty (120) days after such filing; provided, however that if the prior Registration Statement was filed within six (6) months of such ninety (90) or one hundred twenty (120) day period, then the ninety (90) and one hundred twenty (120) days shall commence immediately after the expiration of the Effectiveness Period. Each Holder date that became a Notice Holder on or prior to is six (6) months after the date ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may permit any of its security holders to include any filing of the Company’s securities in the Initial Resale Registration Statement or any Subsequent Resale prior Registration Statement, unless then current securities laws permit the earlier registration of same.

Resale Registration. At any time commencing on or after 180 days after the completion (adisregarding any underwriter over-allotment rights) of an Initial Public Offering, any Holder shall have the right to request in writing that the Company register up to one-third of such Holder's Registrable Securities (a "Resale Request") (which Resale Request shall specify the amount of Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof) by filing with the SEC a Registration Statement on Form S-3 (or such other form as the Company shall be eligible to use) for a public offering of such shares of Registrable Securities held by the Holder, and shall use its best efforts to register under the Securities Act for public sale (including, without limitation, by means of a Shelf Registration) such Registrable Securities of such Holder; provided, that if such registration is for an Underwritten Offering, the terms of Sections 2.2(b) and 2.2(d) shall apply (and any reference to "Demand Registration" therein shall, for purposes of this Section 2.1, instead be deemed a reference to "Resale Registration"). As promptly as practicable, but no later than 10 days after receipt of the Resale Request, the Company shall give written notice of such requested registration to all other Holders of Registrable Securities. The Company shall prepare include in the Resale Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holder and file (ii) the Registrable Securities intended to be disposed of by any other Holder which shall have made a written request (which request shall specify the amount of Registrable Securities to be registered (but not to exceed one-third of such Holder's Registrable Securities) and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company is only obligated to fulfill the first Resale Request following expiration of the initial 180 day waiting period. Accordingly, once an Initiating Holder has made a Resale Request and the Company has sent the required notice of such Resale Request to all other Holders, such other Holders may elect to participate in the registration or not, but such Holders will not have the right to make a separate Resale Request until after the expiration of the 365 day or 540 day waiting periods described below. The Company shall, as expeditiously as possible following a Resale Request, use its best efforts to cause to be prepared and filed with the SEC no later than December 31, 2005 (the “Filing Deadline Date”) a Registration Statement (providing for the “Initial Resale Registration Statement”) registering registration under the resale from time to time by Holders of all Securities Act of the Registrable Securities (a “Resale Registration Statement”). The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities for resale by such Holders so to be registered in accordance with the intended methods of distribution set forth disposition thereof specified in such Request or further requests (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Initial Resale Registration StatementSecurities Act (a "Shelf Registration") if so requested and if the Company is then eligible to use such a registration). The Company shall use its commercially reasonable best efforts to cause the Initial Resale have such Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) after the Issue Date, SEC as soon as practicable thereafter and to keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by keep such Resale Registration Statement unless continuously effective for the period specified in Section 4.1(b). If the sole or lead managing Underwriter (if any) or the Majority Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 (or such other form as the Company shall be eligible to used) is of material importance to the success of the offering, then such Registration Statement shall include such additional disclosure. Any Holder has requesting inclusion in a registration effected pursuant to this Section 2.1(a) may, at any time up to and including the time of pricing of the Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. At any time commencing on or after 365 days after the completion (disregarding any underwriter over-allotment rights) of an Initial Public Offering, any Holder shall have the same right as set forth above to request registration of up to an additional one-third of such Holder's shares of Registrable Securities initially covered by this Agreement (not one-third of the unregistered securities then remaining) in the same manner as provided a Notice and Questionnaire in accordance the immediately preceding paragraph. A similar demand right shall be invocable by any Holder with and in compliance with Section 4respect to its remaining shares of Registrable Securities commencing 540 days after completion (disregarding any underwriter over-allotment rights) of an Initial Public Offering. The Company may permit shall have the same obligation as described above to send to all other Holders notice of any such subsequent Resale Request and all other Holders shall have the same right to request registration of its security holders up to include any one-third of their Registrable Securities upon each Company notice of a Resale Request. As described above, the Company is only obligated to fulfill one Resale Request following the expiration of each of the 365 day and 540 day waiting periods. Any Holder requesting inclusion in a registration effected pursuant to this Section 2.1(a) may, at any time up to and including the time of pricing of the Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. Following the Company’s securities in 's Initial Public Offering, the Company can make written request to X.X. Xxxxxx Securities Inc. (or the lead underwriter and sole stabilization agent of the Initial Public Offering if other than X.X. Xxxxxx Securities Inc.; X.X. Xxxxxx Securities Inc. or such other lead underwriter being the "Lead Underwriter") to waive the registration waiting periods and registration volume limitations set forth in Section 2.1(a). Upon or without such request, the Lead Underwriter in its sole discretion and based upon its evaluation of market conditions, the historical trading activity and liquidity of the Common Shares and other considerations it deems relevant, can determine to waive continued application of the registration waiting periods and registration volume limitations in this Section 2.1(a). Whenever the Company shall effect a registration pursuant to a Resale Request, no securities other than the Registrable Securities shall be covered by such registration unless the Majority Holders of the Registration Statement or any Subsequent Resale Registration Statementshall have consented in writing to the inclusion of such other securities. The registration rights granted pursuant to the provisions of this Section 2.1(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Resale Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC no later than December May 31, 2005 2010 (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Holders Buyers of all of the Registrable Securities (a “Resale Registration Statement”)Securities. The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders Buyers in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to promptly respond to comments from the SEC regarding the Initial Resale Registration Statement, to cause the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date September 30, 2010 (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) after the Issue Date), and to keep, subject to Section 3(d)(A) hereof, keep the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to the time that If the Initial Resale Registration Statement became or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, the Company shall be use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Registration Statement in a manner reasonably expected by the Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Resale Registration Statement”). If a Subsequent Resale Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of such Deferral Period, and to keep such Registration Statement (or Subsequent Resale Registration Statement) continuously effective until the end of the Effectiveness Period. The Company shall supplement and amend the Initial or any Subsequent Resale Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Resale Registration Statement, if required by the Securities Act. Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Resale Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d), Section 3(d) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to any Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company promptly upon becoming a Holder and notify the Company of any change in such information at least five (5) business days prior to the filing of the Initial Resale Registration Statement or Subsequent Resale Registration Statement, as applicable. From and after the date the Initial Resale Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the SEC a post-effective amendment to the Resale Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Holders of Registrable Securities held by it covered by such wishing to sell Registrable Securities pursuant to the Resale Registration Statement unless and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Resale Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder has provided a copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with and Section 3(d), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, the Company will make the required filing or filings in compliance with Section 4. The Company may permit any the manner or of its security holders a type that is reasonably expected to include any result in the earliest availability of the Company’s securities in the Initial Resale Registration Statement or any Subsequent Resale Registration Statement.Prospectus for effecting resales of

Resale Registration. The Parent agrees that, as promptly as practicable (a) The Company shall prepare and file or cause to be prepared and filed with the SEC in no event later than December 31, 2005 ninety-one (91) calendar days following the closing of the Bullet Loan Securities Exchange) (the “Filing Deadline DateDeadline”), the Parent will submit to or file with the SEC a registration statement on Form S-1 or Form S-3 (if the Parent is then eligible to use a Form S-3 shelf registration) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities (a “Resale Registration Statement”). The Initial Resale Registration Statement shall be on Form S-3 , in each case, covering the resale of all the shares of Conversion Stock issued or another appropriate form permitting registration of such issuable by the Parent pursuant to the Bullet Loan Securities Exchange (the “Registrable Securities for resale by such Holders in accordance with Shares”) and the methods of distribution set forth in the Initial Resale Registration Statement. The Company Parent shall use its commercially reasonable efforts to cause have the Initial Resale Registration Statement to be declared effective under as soon as practicable after the Securities Act filing thereof, but no later than the earlier of (i) the 15th calendar day (or 60th calendar day if the SEC notifies the Parent that it will “review” the Registration Statement) following the filing date thereof and (ii) the 5th business day after the date the Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” (in which case the Parent shall promptly provide notice to the Lender thereof) or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, however, that the Parent’s obligations to include the Lender’s Registrable Shares in the Registration Statement are contingent upon the Lender furnishing in writing to the Parent such information regarding the Lender or its permitted assigns, the securities of the Parent held by the Lender and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares at least one (1) business day in advance of the expected filing date of the Registration Statement, and the Lender shall execute such documents in connection with such registration as the Parent may reasonably request that are customary of a selling stockholder in similar situations; provided that, the Lender shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Shares. In no event shall the Lender be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Lender be identified as a statutory underwriter in the Registration Statement, the Lender will have an opportunity to withdraw its shares of Conversion Stock from the Registration Statement. For as long as the Lender holds shares of Conversion Stock, the Parent will use commercially reasonable efforts to file all required reports under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the shares of Conversion Stock pursuant to Rule 144 of the Securities Act. Any failure by the Parent to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Deadline Date”) that is ninety (90) days (orshall not otherwise relieve the Parent of its obligations to file or effect the Registration Statement as set forth above in this Section 1(a). In the event the Parent files the Registration Statement on Form S-1, in the case of Parent may convert such Form S-1 to a full review by the SEC, one hundred and twenty (120) days) Form S-3 as soon as practicable after the Issue Date, and Parent is eligible to keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became use a Notice Holder on or prior to the date ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may permit any of its security holders to include any of the Company’s securities in the Initial Resale Registration Statement or any Subsequent Resale Registration StatementForm S-3.

Resale Registration. (a) The On or prior to each Filing Date, the Company shall prepare and file or cause to be prepared and filed with the SEC no later than December 31, 2005 (the “Filing Deadline Date”) Commission a Registration Statement (the “Initial Resale Registration Statement”) registering covering the resale from time to time by Holders of all of the Registrable Securities (a “Resale Registration Statement”). The Initial Resale that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 or (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with herewith, subject to the methods provisions of distribution set forth Section 2(e)) and shall contain (unless otherwise as reasonably directed by at least 85% in interest of the Initial Resale Registration Statement. The Holders, based upon the advice of counsel to such Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the Initial Resale a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the date (the “applicable Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) after the Issue Date, and shall use its best efforts to keep, subject to Section 3(d)(A) hereof, the Initial Resale keep such Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of all Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and Questionnaire in accordance with and without the requirement for the Company to be in compliance with Section 4the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent (the “Effectiveness Period”). The Company may permit any shall telephonically request effectiveness of its security holders to include any a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the Company’s securities in the Initial Resale effectiveness of a Registration Statement or any Subsequent Resale on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission if required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).

Resale Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC no later than December 31, 2005 a date which is forty-five (45) days after the Issue Date (the “"Filing Deadline Date”") a Registration Statement (the “"Initial Resale Registration Statement”") registering the resale from time to time by Holders of all of the Registrable Securities (a “"Resale Registration Statement”"). The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to cause the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “"Effectiveness Deadline Date”") that is ninety one hundred and twenty (90120) days (or, in the case of a full review by the SEC, one hundred and twenty eighty (120180) days) after the Issue Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may permit any of its security holders to include any of the Company’s 's securities in the Initial Resale Registration Statement or any Subsequent Resale Registration Statement.

Resale Registration. (a) 2.1.1 The Company shall prepare and agrees to use its commercially reasonable efforts to file or cause to be prepared and filed with the SEC no later than December 31, 2005 (the “Filing Deadline Date”) Commission a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities registration statement on Form S-1 (a “Resale Registration Statement”) to register the resale of the Registrable Securities, within three (3) months after the closing of the Company’s IPO (the “Filing Deadline”). The Initial , and to cause such Resale Registration Statement be declared effective within six (6) months after the closing of the Company’s IPO (the “Effectiveness Deadline”; provided, however, that if the Company is notified by the Commission that the Resale Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Rsale Registration Statement shall be the fifth (5th) Trading Day following the date on Form S-3 which the Company is so notified if such date precedes the dates otherwise required above; provided, further, that if the Effectiveness Deadline falls on a Saturday, Sunday or another appropriate form permitting registration of such Registrable Securities other day that the Commission is closed for resale by such Holders in accordance with business, the methods of distribution set forth in Effectiveness Deadline shall be extended to the Initial Resale Registration Statement. The Company next Business Day on which the Commission is open for business), and shall use its commercially reasonable efforts to cause the Initial keep such Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) after the Issue Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act for two (2) years after the effective date of the Resale Registration Statement, or until the expiration date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2)), as reasonably determined by the counsel to the Company (the “Effectiveness Period”). The Company shall promptly notify the Holders via facsimile or by e-mail of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to effectiveness of the date ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective on the same Business Day that the Company confirms effectiveness with the Commission, which shall be named the date requested for effectiveness of such Resale Registration Statement. The Buyer shall, by 9:30 a.m. Eastern Time on the second Business Day after the effective date of such Resale Registration Statement, file a final Prospectus with the Commission as a selling security holder required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Initial Resale Registration Statement and are contingent upon the related Prospectus Holders furnishing in writing to the Company such a manner as to permit such Holder to deliver such Prospectus to purchasers other information regarding each of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such the Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and each of the Holders shall execute such Resale Registration Statement unless documents in connection with such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The registration as the Company may permit any reasonably request that are customary of its security holders to include any of the Company’s securities a selling stockholder in the Initial Resale Registration Statement or any Subsequent Resale Registration Statementsimilar situations.

Resale Registration. (a) The On or prior to the Filing Date, the Company shall prepare and file or cause with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be prepared and filed with the SEC no later than December 31, 2005 (the “Filing Deadline Date”) made on a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time continuous basis pursuant to time by Holders of all of the Registrable Securities (a “Resale Registration Statement”)Rule 415. The Initial Resale Registration Statement shall be on Form S-3 or S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in which case such registration shall be on another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with herewith and the methods of distribution set forth in Securities Act and the Initial Resale Registration Statementrules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement except as set forth on Schedule II hereto and (ii) use its commercially reasonable efforts to cause the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) as promptly as possible after the Issue filing thereof, but in any event prior to the Effectiveness Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale keep such Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until such date as is the expiration 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 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”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness PeriodDate. Each Holder that became a Notice Holder on or prior If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the date ten actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (1020) Business Days prior to file such additional Registration Statement, and the time that the Initial Resale Company shall use its commercially reasonable efforts to cause such additional Registration Statement became to be declared effective shall be named by the Commission as a selling security holder soon as possible, but in the Initial Resale Registration Statement and the related Prospectus in no event later than sixty (60) days after such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may permit any of its security holders to include any of the Company’s securities in the Initial Resale Registration Statement or any Subsequent Resale Registration Statementfiling.

Resale Registration. (a) 2.1.1 The Company shall prepare and agrees to use its commercially reasonable efforts to file or cause to be prepared and filed with the SEC no later than December 31, 2005 (the “Filing Deadline Date”) Commission a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities registration statement on Form S-1 (a “Resale Registration Statement”). The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration ) to register the resale of such the Registrable Securities for resale by and to cause such Holders in accordance with be declared effective under the methods Securities Act on or before the date on which the Lockup Period expires, pursuant to the provisions of distribution set forth in Section 4.1(e) of the Initial Resale Registration Statement. The Company Purchase Agreement, and shall use its commercially reasonable efforts to cause the Initial keep such Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) after the Issue Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until for two (2) years after the date of expiration of the Effectiveness Lockup Period. Each Holder , or until the date that became a Notice Holder on all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or prior pursuant to Rule 144, (ii) may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2)), as reasonably determined by the counsel to the date ten (10) Business Days prior to Company. The Company shall promptly notify the time that Holders via facsimile or by e-mail of the Initial effectiveness of the Resale Registration Statement became effective on the same Business Day that the Company confirms effectiveness with the Commission, which shall be named the date requested for effectiveness of such Resale Registration Statement. The Buyer shall, by 9:30 a.m. Eastern Time on the second Business Day after the effective date of such Resale Registration Statement, file a final Prospectus with the Commission as a selling security holder required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Initial Resale Registration Statement and are contingent upon the related Prospectus Holders furnishing in writing to the Company such a manner as to permit such Holder to deliver such Prospectus to purchasers other information regarding each of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such the Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and each of the Holders shall execute such Resale Registration Statement unless documents in connection with such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The registration as the Company may permit any reasonably request that are customary of its security holders to include any of the Company’s securities a selling stockholder in the Initial Resale Registration Statement or any Subsequent Resale Registration Statementsimilar situations.

Resale Registration. (a) At any time a Purchaser or the Purchasers, or a Holder or Holders owning more than 25% of Registrable Securities (the “Initiating Holders”) may demand that the Company file a Registration Statement providing for the resale of all Registrable Securities (other than the Make Good Shares, if at such time the Make Good Shares have not been delivered to the Holder or Holders) then held by the Initiating Holders by giving written notice (a “Demand Notice”) to the Company, in which case all Holders of Registrable Securities may have all of their Registrable Securities included on such Registration Statement, by providing written notice of acceptance to the Company. The Demand Notice shall describe the number of Registrable Securities intended to be disposed of and the intended method of disposition. The Company shall then prepare and file with the Commission on or cause prior to the Filing Date, a “resale” Registration Statement providing for the resale of all Registrable Securities included in the Demand Notice for an offering to be prepared and filed with the SEC no later than December 31, 2005 (the “Filing Deadline Date”) made on a continuous basis pursuant to Rule 415. Any such Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities (a “Resale Registration Statement”). The Initial Resale Registration Statement Statements shall be on Form S-3 or S-1 (except if the Company is not then eligible to register for resale such Registrable Securities on Form S-1, in which case such registrations shall be on another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with herewith and the methods of distribution set forth in Securities Act and the Initial Resale Registration Statementrules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities to be included in any such Registration Statement and (ii) use its commercially reasonable best efforts to cause the Initial Resale any such Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) as promptly as possible after the Issue filing thereof, but in any event prior to the applicable Effectiveness Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale keep any such Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until such date as is the expiration earlier of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to (x) the date ten (10) Business Days prior to the time that the Initial Resale when all Registrable Securities covered by such Registration Statement became effective shall be named as a selling security holder in have been sold or (y) the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have date on which the Registrable Securities held may be sold without any restriction pursuant to Rule 144 as determined by it covered by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4effect (the “Effectiveness Period”). The Company may permit shall request that the effective time of any of its security holders to include any of the Company’s securities in the Initial Resale such Registration Statement or any Subsequent Resale Registration Statementis 5:00 p.m. Eastern Time on the applicable Effectiveness Date.

Resale Registration. On the sooner of (ai) The Company the Filing Date (as defined in the Initial Note) under the Initial Note or (ii) ninety (90) days from the Original Advance Date (the “Filing Date”), the Issuer shall prepare and file or cause to be prepared and filed with the SEC no later than December 31, 2005 Securities and Exchange Commission (the “Filing Deadline DateCommission”) a “resale” Registration Statement (the “Initial Resale Registration Statement”) registering providing for the resale from time to time by Holders of all of the Registrable Securities (by means of an offering to be made on a “Resale Registration Statement”)continuous basis pursuant to Rule 415. The Initial Resale Registration Statement shall be on Form S-3 or (except if the Issuer is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with herewith and the methods of distribution set forth in Securities Act and the Initial Resale Registration Statementrules promulgated thereunder). The Company Issuer shall use its commercially reasonable best efforts to cause the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) as promptly as possible after the Issue Datefiling thereof, but in any event on or prior to the Effectiveness Date (as defined below), and to keep, subject to Section 3(d)(A) hereof, the Initial Resale keep such Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until such date as is the expiration 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 as determined by the counsel to the Issuer pursuant to a written opinion letter, addressed to the Issuer's transfer agent to such effect (the “Effectiveness Period”). The Issuer shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness PeriodDate. Each Holder that became a Notice Holder on or prior If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the date ten actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement, the Issuer shall have twenty (1020) Business Days prior to file such additional Registration Statement, and the time Issuer 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 sixty (60) days after such filing. For purposes of this Section 11, “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of (A) the sixtieth (60th) day following the filing date of such Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the ninetieth (90th) day following such filing date) or (B) the date which is within five (5) Business Days after the date on which the Commission informs the Issuer (i) that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in Commission will not review such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may permit any of its security holders to include any of the Company’s securities in the Initial Resale Registration Statement or any Subsequent Resale (ii) that the Issuer may request the acceleration of the effectiveness of such Registration Statement; provided that, if the Effectiveness Date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day. For purposes herein, “Registrable Securities” means the Conversion Shares and the Warrant Shares and any other shares of common stock issuable pursuant to the exercise of the Warrants (without regard to any limitation on such exercise), and any shares of capital stock issued or issuable from time to time (with any adjustments) in replacement of, in exchange for or otherwise in respect of the Conversion Shares or the Warrant Shares.

Resale Registration. (a) The On or prior to the Filing Date, the Company shall prepare and file or cause with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be prepared and filed with the SEC no later than December 31, 2005 (the “Filing Deadline Date”) made on a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time continuous basis pursuant to time by Holders of all of the Registrable Securities (a “Resale Registration Statement”)Rule 415. The Initial Resale Registration Statement shall be on Form S-3 or Form S-1 (or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth in the Initial Resale Registration Statementherewith). The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its commercially reasonable efforts to cause the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) as promptly as possible after the Issue filing thereof, but in any event prior to the Effectiveness Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale keep such Registration Statement (or any Subsequent Resale 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 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”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have sixty (60) Business Days to file such additional Registration Statement, and the Company shall use its commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than ninety (90)) days after such filing; provided, however that if the prior Registration Statement was filed within six months of such sixty (60) or ninety (90) day period, then the sixty (60) and ninety (90 ) days shall commence immediately after the expiration of the Effectiveness Period. Each Holder date that became a Notice Holder on or prior to is six months after the date ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may permit any of its security holders to include any filing of the Company’s securities in the Initial Resale Registration Statement or any Subsequent Resale prior Registration Statement, unless then current securities laws permit the earlier registration of same.

Resale Registration. (a) The On or prior to the Filing Date, the Company shall prepare and file or cause with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be prepared and filed with the SEC no later than December 31, 2005 (the “Filing Deadline Date”) made on a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time continuous basis pursuant to time by Holders of all of the Registrable Securities (a “Resale Registration Statement”)Rule 415. The Initial Resale Registration Statement shall be on Form S-1 or S-3 (or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth in the Initial Resale Registration Statementherewith). The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its commercially reasonable efforts to cause the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) as promptly as possible after the Issue filing thereof, but in any event prior to the Effectiveness Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale keep such Registration Statement (or any Subsequent Resale 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 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”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have sixty (60) Business Days to file such additional Registration Statement, and the Company shall use its commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than ninety (90)) days after such filing; provided, however that if the prior Registration Statement was filed within six months of such sixty (60) or ninety (90) day period, then the sixty (60) and ninety (90 ) days shall commence immediately after the expiration of the Effectiveness Period. Each Holder date that became a Notice Holder on or prior to is six months after the date ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may permit any of its security holders to include any filing of the Company’s securities in the Initial Resale Registration Statement or any Subsequent Resale prior Registration Statement, unless then current securities laws permit the earlier registration of same.

Resale Registration. (a) The On or prior to the Filing Date, the Company shall prepare and file or cause with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be prepared and filed with the SEC no later than December 31, 2005 (the “Filing Deadline Date”) made on a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time continuous basis pursuant to time by Holders of all of the Registrable Securities (a “Resale Registration Statement”)Rule 415. The Initial Resale Registration Statement shall be on Form S-3 S-1 (or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth in the Initial Resale Registration Statementherewith). The Company shall shall: (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement; and (ii) use its commercially reasonable efforts to cause the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) as promptly as possible after the Issue filing thereof, but in any event prior to the Effectiveness Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale keep such Registration Statement (or any Subsequent Resale 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, (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect or (z) one year after the date hereof (the “Effectiveness Period”). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have sixty (60) Business Days to file such additional Registration Statement, and the Company shall use its commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than ninety (90) days after such filing; provided, however that if the prior Registration Statement was filed within six months of such sixty (60) or ninety (90) day period, then the sixty (60) and ninety (90) days shall commence immediately after the expiration of the Effectiveness Period. Each Holder date that became a Notice Holder on or prior to is six months after the date ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may permit any of its security holders to include any filing of the Company’s securities in the Initial Resale Registration Statement or any Subsequent Resale prior Registration Statement, unless then current securities laws permit the earlier registration of same.