Exchange Act

Exchange Act. Means the Securities Exchange Act of 1934, as amended, and all corresponding rules and regulations. 2

Exchange Act. Means the federal Securities Exchange Act of 1934.

Exchange Act. Means the Securities Exchange Act of 1934, as amended from time to time. 2 1.14 "Good Reason" means the occurrence of any one or more of the following events without the Participant's written consent: (a) a material diminution in the Participant's Annual Base Salary; or (b) a change in the geographic location at which the Participant must perform services to a location that is greater than twenty-five (25) miles from 10990 Wilshire Boulevard, Los Angeles, CA 90024. provided, however,... that no termination shall be deemed a termination by the Executive for Good Reason unless such termination is effected pursuant to a Notice of Termination satisfying the requirements of Section 7 hereof. View More

Exchange Act. Means the Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder. 1 "Investor" means the Initial Investors and any Person holding Registrable Securities or any Person to whom the rights under this Agreement have been transferred. "Person" (whether or not capitalized) means an individual, partnership, limited liability ... company, corporation, association, trust, joint venture, unincorporated organization, and any government, governmental department or agency or political subdivision thereof. "Prospectus" means the prospectus included in any Registration Statement (including, without limitation, a Prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference in such Prospectus. "Registrable Securities" means, at the relevant time of reference thereto, the Shares, the Warrants and the Warrant Shares (including any shares of capital stock that may be issued in respect thereof, or into which or for which such Shares, Warrants or Warrant Shares may be exchanged for or converted into, pursuant to a stock split, stock dividend, recombination, recapitalization, reorganization, reclassification or the like), provided, however, that the term "Registrable Securities" shall not include any of the Shares or Warrants that are actually sold pursuant to either a registration statement that has been declared effective under the Securities Act by the SEC or Rule 144. "Registration Statement" means the Mandatory Registration Statement and any additional registration statements contemplated by this Agreement, including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference in such registration statement or Prospectus. "Rule 144" means Rule 144, promulgated under the Securities Act and any successor or substitute rule, law or provision. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder. "Warrant Shares" means the shares of Common Stock issuable upon exercise of or otherwise pursuant to the Warrants. 2 2. MANDATORY REGISTRATION. (a) As promptly as possible after the date hereof, and in any event prior to the date that is 30 days following the Closing Date (the "Mandatory Filing Date"), the Company shall prepare and file with the SEC a Registration Statement on Form SB-2 (or on such other appropriate form for the required purpose) for the purpose of registering under the Securities Act all of the Registrable Securities for resale by, and for the account of, each Investor as an initial selling stockholder thereunder (the "Mandatory Registration Statement"). The Mandatory Registration Statement shall permit the Investors to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of the Mandatory Registration Statement) the "Plan of Distribution" attached hereto as Annex A. The Company agrees to use its best efforts to cause the Mandatory Registration Statement to be declared effective as soon as possible but in no event later than the date that is 120 days following the Mandatory Filing Date (or 150 days following the Mandatory Filing Date in the event the Registration Statement is reviewed by the SEC) (the "Mandatory Effective Date") (including filing with the SEC, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Registration Statement will not be "reviewed" or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an "Acceleration Request"), which request shall request an effective date that is within three (3) Business Days of the date of such request) and will otherwise effect all such registration, obtain all such qualifications and comply with all such laws, rules and regulations as may be necessary to permit the sale, transfer and other disposition of the Registrable Securities by the Investors thereof pursuant to the Mandatory Registration Statement. The Company shall notify each Investor in writing promptly (and in any event within three (3) Business Days) after the Company is notified by the SEC that the Mandatory Registration Statement has been declared effective. The Company shall be required to keep the Mandatory Registration Statement and any qualification, exemption or compliance under state securities laws which the Company determines to obtain or which the Company obtains at the request of the Investors continuously effective (including through the filing of any required post-effective amendments) with respect to the Investors, and to keep such Mandatory Registration Statement and related Prospectus free of any material misstatements or omissions, until the earlier to occur of (i) a date after which all of the Registrable Securities registered thereunder shall have been sold or (ii) a date after which all of the Registrable Securities (excluding such Registrable Securities as are registered pursuant to any other effective Registration Statement) are freely tradable without any volume limitations by the Investors pursuant to Rule 144(k) promulgated under the Securities Act or any successor or substitute rule, law or provision. Thereafter, the Company shall be entitled to withdraw the Mandatory Registration Statement and, upon such withdrawal, the Investors shall have no further right to offer or sell any of the Registrable Securities pursuant to the Mandatory Registration Statement (or any Prospectus relating thereto). 3 (b) Notwithstanding anything in this Section 2 to the contrary, if the Company shall furnish to the Investors a certificate signed by the Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that the continued use by the Investors of the Mandatory Registration Statement for purposes of effecting offers or sales of Registrable Securities pursuant hereto would require, under the Securities Act and the rules and regulations promulgated thereunder, premature disclosure in the Mandatory Registration Statement (or the Prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would not be in the best interests of the Company and (iii) that it is therefore essential to suspend the use by the Investors, of the Mandatory Registration Statement (and the Prospectus relating thereto), then the right of the Investors to use the Mandatory Registration Statement (and the Prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended for a period (the "Suspension Period") not greater than fifteen (15) Business Days during any consecutive twelve (12) month period. During the Suspension Period, the Investors shall not offer or sell any Registrable Securities pursuant to or in reliance upon the Mandatory Registration Statement (or the Prospectus relating thereto). The Company agrees that, as promptly as possible, but in no event later than one (1) Business Day, after the consummation, abandonment or public disclosure of the event or transaction that caused the Company to suspend the use of the Mandatory Registration Statement (and the Prospectus relating thereto) pursuant to this Section 2(b), the Company will as promptly as possible lift any suspension, provide the Investors with revised Prospectuses, if required, and will notify the Investors of their ability to effect offers or sales of Registrable Securities pursuant to or in reliance upon the Mandatory Registration Statement. (c) It shall be a condition precedent to the obligations of the Company to register Registrable Securities for the account of an Investor pursuant to this Section 2 or Section 3 that such Investor furnish to the Company such information regarding itself, the Registrable Securities held by it, and the method of disposition of such securities as shall be required by the SEC to effect the registration of such Investor's Registrable Securities. (d) In the event that the Mandatory Registration Statement or other required Registration Statement is not declared effective by the SEC by the Mandatory Effective Date, then the Company shall pay each Investor as liquidated damages for such failure and not as a penalty, one percent (1%) of the purchase price set forth in the Securities Purchase Agreement (the "Liquidated Damages Amount"), each month for such time period beyond the Mandatory Effective Date that such Registration Statement is not effective or beyond any applicable Suspension Period (a "Penalty Period") (for purposes of clarity, it is hereby understood and agreed that, solely for the purpose of this Section 2(d), the deemed purchase price for each Share is $1.75 and the purchase price of each Warrant underlying each Unit shall be deemed to be equal to $0.50, provided that the dollar amounts set forth in this parenthetical clause shall be appropriately adjusted in the event of any adjustment, pursuant to the terms of the Warrants, in the exercise price of the Warrants or the number of shares issuable upon exercise of the Warrants); provided, however, that the amount payable to any Investor hereunder for any partial Penalty Period will not be pro-rated for the number of actual days during such Penalty Period during which a registration default remains uncured. The Company's payment of liquidated damages shall be made to each Investor within five (5) calendar days after the Penalty Period either, at the Investor's option, (1) in cash or (2) in additional shares of Common Stock of the Company, such shares being valued at the average of the volume-weighted average prices ("VWAP"s) of the Common Stock as reported by Bloomberg Financial L.P. (based on a trading day from 9:30 a.m. to 4:02 p.m. Eastern Time) using the VWAP of the Common Stock over the 20 trading days immediately prior to the Mandatory Effective Date. The payment of liquidated damages pursuant to this Section 2(d) shall not relieve the Company from its obligations to register the Registrable Securities pursuant to this Agreement. If the Company fails to pay liquidated damages to a Investor entitled thereto by the applicable date specified herein, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to such Investor, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The total amount of liquidated damages payable to the Investors pursuant to this section 2(d), including any interest thereon, shall in no event exceed ten percent (10%) of the purchase price for the Units (as set forth in the Securities Purchase Agreement). 4 (e) During any Penalty Period, the Company shall not (i) file any other registration statement, (ii) file any amendment to any other registration statement, or (iii) request acceleration of the effective date of any other registration statement registering with the SEC any securities of the Company until the Company has cured the condition leading to such Penalty Period, unless such filing or request has been approved by the holders of a majority of the then-outstanding Registrable Securities; provided, however, that the foregoing shall not limit the Company's right to file or request acceleration of the effective date of any other registration statements using Forms S-4 or S-8 or other applicable successor Forms. View More

Exchange Act. Means the Securities Exchange Act of 1934, as amended from time to time, and the rules promulgated thereunder. Any specific provision of the Exchange Act referenced herein shall be deemed to refer to the corresponding provision of any amendment, revision or successor of the Exchange Act or such provision as may be adopted in lieu of the referenced provision.

Exchange Act. Means the U.S. Securities Exchange Act of 1934, any successor act of Congress, and the regulations promulgated thereunder, as amended from time to time.

Exchange Act. Means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations issued pursuant to that statute or any successor statute.

Exchange Act. Shall mean the Securities Exchange Act of 1934, as amended from time to time. LW: 430238.1

Exchange Act. Means the Securities Exchange Act of 1934, as amended, or any 1 successor statute, and the rules and regulations promulgated thereunder.

Exchange Act. Means the Securities Exchange Act of 1934, as amended. A-3