Common use of Registration Procedures Clause in Contracts

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever In connection with the Company is required by the provisions hereof Company's registration obligations pursuant to effect the registration of any Registrable Securities under the Securities ActSections 6(b) hereof, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) will use its commercially reasonable efforts to to: (i) register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the securities or "blue sky" sky laws of the jurisdictions as any seller reasonably requests in writing and do any and all other acts and things which may be reasonably necessary to permit such seller to consummate the disposition in such jurisdictions within of the United States as the Purchaser may reasonably request, provided, however, Registrable Securities owned by such seller (provided that the Company shall will not for any such purpose be required to (A) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this subparagraph or to (B) consent to general service of process in any such jurisdiction); (eii) list the notify each seller of Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, and, at the request of any such seller, the circumstances Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (iii) cause all such Registrable Securities to be listed on each securities exchange, if any, on which the same securities issued by the Company are then existinglisted; (iv) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; and (gv) make available for inspection advise each seller of such Registrable Securities promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Purchaser SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and use commercially reasonable efforts to prevent the issuance of any attorney, accountant stop order or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserobtain its withdrawal if such stop order should be issued.

Registration Procedures. (a) If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleshall: (ai) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (bii) as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by keep the Registration Statement and to keep such Registration Statement effective until for a period of not less than nine months from the expiration of the Effectiveness Periodeffective date; (ciii) as expeditiously as possible furnish to the Purchaser Holder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered owned by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately selling Stockholder and promptly notify the Purchaser selling stockholder at any time when a Prospectus relating thereto prospectus is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes prospectus would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (giv) make available for inspection as expeditiously as possible use its best efforts to register or qualify the Registrable Securities covered by the Purchaser Registration Statement under the securities or Blue Sky laws of such states as the selling stockholders shall reasonably request, and do any attorney, accountant and all other acts and things that may be necessary or desirable to enable the selling stockholders to consummate the public sale or other agent retained disposition in such states of the Registrable Securities owned by the Purchaserselling stockholder; provided, all publicly availablehowever, non-confidential financial and other recordsthat the Company shall not be required in connection with this Section 3(a) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (b) If the Company has delivered preliminary or final prospectuses to the Holder and, pertinent corporate documents and properties after having done so, the prospectus is amended to comply with the requirements of the CompanySecurities Act, the Company shall promptly notify the Holder and, if requested, the Holder shall immediately cease making offers of Registrable Securities and cause return all prospectuses to the Company's officers. The Company shall promptly provide the Holder with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the Holder shall be free to resume making offers of the Registrable Securities.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Lender copies of all filings and Commission letters of comment correspondence relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Lender such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Lender may reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Lender’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Lender may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange exchange/Trading Market on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Lender, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge knowledge, or has reason to know, as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Lender and any attorney, accountant or other agent representative retained by the PurchaserLender, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent representative of the PurchaserLender.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly (and in any event within three (3) Business Days following such occurrence) notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of (a) Whenever a Holder requests that any Registrable Securities under the Securities Actbe registered pursuant to this Agreement or requests a Shelf Underwritten Offering, the Company willshall use commercially reasonable efforts to effect, as expeditiously soon as possiblepractical as provided herein, the registration and the sale of such Registrable Securities in accordance with the intended methods of disposition thereof, and, pursuant thereto, the Company shall, as soon as practical as provided herein, use its commercially reasonable efforts to: (ai) subject to the other provisions of this Agreement, in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the Commission the SEC a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the such Registration Statement to become and remain effective for (unless it is automatically effective upon filing); provided, that before filing a Registration Statement pursuant to this Agreement, the Effectiveness Period with respect theretoCompany will furnish to counsel of the Holders in such offering copies of the registration statement, any prospectus, and promptly provide prospectus supplement, and such other documents proposed to be filed with the SEC as such Holders may reasonably request, and the Company shall give the Holders and their counsel a reasonable opportunity to comment on such documents and keep such Holders reasonably informed as to the Purchaser copies registration process (and the Holders of all filings the Registrable Securities covered by such Registration Statement shall have the right to request that the Company modify any information contained in such Registration Statement pertaining to the Holders and Commission letters of comment relating theretothe Company will use its commercially reasonable efforts to address requests such Holders may reasonably propose); (bii) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions applicable requirements of the Securities Act and keep such Registration Statement effective for the relevant period required hereunder, but no longer than is necessary to complete the distribution of the securities covered by such Registration Statement, and to comply with the applicable requirements of the Securities Act with respect to the disposition of all the securities covered by such Registration Statement during such period in accordance with the intended methods of disposition set forth in such Registration Statement; provided, that before filing any amendments or supplements or any free writing prospectuses related thereto, the Company will furnish to counsel of the Holders in such offering copies of the registration statement, any prospectus, and prospectus supplement, and such other documents proposed to be filed with the SEC as such Holders may reasonably request, and the Company shall give the Holders and their counsel a reasonable opportunity to comment on such documents and keep such Holders reasonably informed as to the registration process (and the Holders of the Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until shall have the expiration of right to request that the Effectiveness PeriodCompany modify any information contained in such Registration Statement, amendment or supplement thereto pertaining to the Holders and the Company will use its commercially reasonable efforts to address requests such Holders may reasonably propose); (ciii) furnish if requested by the managing underwriters (if any) or the holders of a majority of the then outstanding Registrable Securities included in such Registration Statement, promptly include in a prospectus supplement or post-effective amendment such information as the managing underwriters (if any) or such holders may reasonably request in order to permit the Purchaser intended method of distribution of such securities and to make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Company has received such request; (iv) obtain the withdrawal of any order suspending the effectiveness of any Registration Statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States; (v) deliver, without charge, such number of copies of the Registration Statement Statement, preliminary and the final Prospectus included and any supplement or exhibit thereto or documents incorporated therein (including each preliminary Prospectus) as the Purchaser Holders may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities of Holders covered by such Registration Statement in conformity with the requirements of the Securities Act, and the Company hereby consents to the use of such Registration Statement, Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Securities and the underwriters or agents, if any, in connection with the offering and sale of the Registrable Securities covered thereby; (dvi) use its commercially reasonable efforts to register or qualify the Purchaser's such Registrable Securities covered by under such other securities or blue sky laws as the Holders or underwriters reasonably request and continue such registration or qualification in effect in such jurisdictions for as long as the applicable Registration Statement may be required to be kept effective under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, this Agreement (provided that the Company shall will not for any such purpose be required to (A) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this subparagraph (v), (B) subject itself to taxation in any such jurisdiction or to (C) consent to general service of process in any such jurisdiction); (evii) list notify the Holders and each distributor of such Registrable Securities covered identified by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Holders, at any time when a Prospectus relating thereto is would be required under the Securities Act to be delivered under the Securities Actby such distributor, of the happening occurrence of any event of which the Company has knowledge as a result of which the Prospectus contained included in such Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, at the reasonable request of the Holders, prepare, as soon as practical, a supplement or amendment to such Prospectus so that, as thereafter delivered to any prospective purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (viii) in the case of an underwritten offering in which the Holders participate pursuant to a Demand Registration or a Piggyback Registration, enter into an underwriting agreement, containing customary provisions (including provisions for indemnification, lockups, opinions of counsel and comfort letters), and take all such other customary and reasonable actions as the managing underwriters of such offering may request in order to facilitate the disposition of such Registrable Securities (including, making appropriate personnel of the Company available at reasonable times and places to assist in customary road-shows that the managing underwriters determine are necessary or advisable to effect the offering); (ix) in the case of an underwritten offering in which the Holders participate pursuant to a Demand Registration or a Piggyback Registration, and to the extent not prohibited by applicable law, (A) make reasonably available, for inspection by the managing underwriters of such offering and one attorney and accountant acting for such managing underwriters, pertinent corporate documents and financial and other records of the Company and its subsidiaries and controlled Affiliates (but excluding any documents incorporated by reference in such Registration Statement, amendments or supplements that are available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (or any successor system)), (B) cause the Company’s officers and employees to supply information reasonably requested by such managing underwriters or attorney in connection with such offering, (C) make the Company’s independent accountants available for any such underwriters’ due diligence and have them provide customary comfort letters to such underwriters in connection therewith; and (D) cause the Company’s counsel to furnish customary legal opinions to such underwriters in connection therewith; provided, however, that such records and other information shall be subject to such confidential treatment as is customary for underwriters’ due diligence reviews; (x) cause all such Registrable Securities to be listed on the New York Stock Exchange or such other national securities exchange (if any) on which securities of the same class issued by the Company are then listed; (xi) provide a transfer agent, registrar and CUSIP number (if applicable) for all such Registrable Securities not later than the effective date of such Registration Statement and, at a reasonable time before any proposed sale of Registrable Securities pursuant to a Registration Statement, provide the transfer agent with printed certificates or book entry statements for, or other indicia acceptable to the transfer agent of, the Registrable Securities to be sold; (xii) make generally available to its shareholders, as soon as reasonably practicable, a consolidated earnings statement (which need not be audited) for a period of twelve (12) months beginning after the effective date of the Registration Statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy the requirements of an earning statement under Section 11(a) of the Securities Act and Rule 158 thereunder; (xiii) promptly notify each Holder and the managing underwriters of any underwritten offering, if any: (A) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or any post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (B) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding the Holders; (C) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement; and (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. (xiv) cooperate and assist in any filings required to be made with FINRA; (xv) if the Shelf Registration Statement covering Registrable Securities has been outstanding for at least three years and any Registrable Securities remain outstanding, at the end of the third year, file a new Shelf Registration Statement covering the Registrable Securities; and (xvi) take such other actions and deliver such other documents and instruments as may be reasonably requested and are necessary to facilitate the registration and disposition of Registrable Securities as contemplated hereby. For the avoidance of doubt, the provisions of clauses (viii) and (ix) of this Section 6(a) shall apply only in respect of an underwritten offering. (b) No Registration Statement (including any amendments thereto) shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading, and no Prospectus (including any supplements thereto) shall contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, except for any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in reliance on and in conformity with written information furnished to the Company by or on behalf of the Holders or any underwriter or other distributor specifically for use therein. (c) At all times after the Company has filed a Registration Statement with the SEC pursuant to the requirements of the Securities Act and until the Termination Date, the Company shall use commercially reasonable efforts to continuously maintain in effect the Registration Statement of Class A Common Stock under Section 12 of the Exchange Act and to use commercially reasonable efforts to file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, all to the extent required to enable the Holders to be eligible to sell Registrable Securities (if any) pursuant to Rule 144 under the Securities Act. (d) The Company may require each Holder and each distributor of Registrable Securities as to which any registration is being effected to, and each Holder severally and not jointly agrees to, and to cause any distributor to, furnish to the Company information regarding such Person and the distribution of such securities as the Company may from time to time reasonably request in connection with such registration. (e) The Holders agree that, upon being advised in writing by the Company of the occurrence of an event pursuant to Section 6(a)(vii), such Holders will immediately discontinue (and direct any other Persons making offers and sales of Registrable Securities to immediately discontinue) offers and sales of Registrable Securities pursuant to any Registration Statement (other than those pursuant to a plan that is in effect prior to such time and that complies with Rule 10b5-1 of the Exchange Act) until it is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 6(a)(vii), and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then existing; andin the Holders’ possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. (f) The Company may prepare and deliver an issuer free-writing prospectus (as such term is defined in Rule 405 under the Securities Act) in lieu of any supplement to a prospectus, and references herein to any “supplement” to a Prospectus shall include any such issuer free-writing prospectus. Neither the Holders nor any other seller of Registrable Securities may use a free-writing prospectus to offer or sell any such shares without the Company’s prior written consent. (g) make available for inspection by the Purchaser It is understood and agreed that any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties failure of the CompanyCompany to file a Registration Statement or any amendment or supplement thereto or to cause any such document to become or remain effective or usable within or for any particular period of time as provided in Sections 2, and cause 4 or 6 or otherwise in this Agreement, due to reasons that are not reasonably within its control (including, for the avoidance of doubt, bona fide delays related to the services to be provided by third parties including the Company's officers’s auditors or advisors), directors and employees or due to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent any refusal of the PurchaserSEC to permit a registration statement or prospectus to become or remain effective or to be used because of unresolved SEC comments thereon (or on any documents incorporated therein by reference) despite the Company’s good faith and commercially reasonable efforts to resolve those comments, shall not be a breach of this Agreement. (h) It is further understood and agreed that the Company shall not have any obligations under this Section 6 at any time on or after the Termination Date, unless an underwritten offering in which the Holders have participated has been priced but not completed prior to the Termination Date, in which event the Company’s obligations under this Section 6 shall continue with respect to such offering until it is so completed (but not more than sixty (60) days after the commencement of the offering). (i) Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to file a Registration Statement or include Regis

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the The Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond securities (on such applicable form as promptly as possible the Company may in its sole discretion elect to any comments received from the Commission, use) and use its reasonable best efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect theretoperiod of the distribution contemplated thereby, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretodetermined as hereinafter provided; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period specified in subsection (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities Restricted Stock covered by the Registration Statement and to keep such Registration Statement effective until the expiration registration statement in accordance with Purchaser's intended method of the Effectiveness Perioddisposition set forth in such registration statement for such period; (c) furnish to the Purchaser such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (therein, including each preliminary Prospectus) prospectus, as the Purchaser reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities Restricted Stock covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Restricted Stock covered by the Registration Statement such registration statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably shall request, ; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (f) use its reasonable best efforts to include or list, as the case may be, the Restricted Stock being registered on the automated quotation system of the National Association of Securities Dealers, Inc. or the principal securities exchange on which Common Stock of the Company is then quoted or listed; (g) afford Purchaser and its representative, if any, an opportunity to make such examination and inquiry into the financial position, business and affairs of the Company and its subsidiaries as Purchaser or its counsel may reasonably deem necessary to satisfy Purchaser and its counsel as to the accuracy and completeness of the registration statement; (h) deliver promptly to Purchaser copies of all correspondence between the Commission and the Company relating to the registration statement; and (gi) make available for inspection use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement (which in no event shall require the Company to commence any judicial proceeding). For purposes of Sections 4(a) and 4(b) above, the period of distribution of Restricted Stock shall be deemed to extend until the earlier of the sale of all Restricted Stock covered by the Purchaser and any attorney, accountant Registration Statement or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties seventh anniversary of the Companyeffective date thereof. In connection with registration hereunder, Purchaser will furnish to the Company in writing such information with respect to itself and cause the Company's officers, directors proposed distribution by it as shall be reasonably necessary in order to assure compliance with federal and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserapplicable state securities laws.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish or make available to the Purchaser Holders such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Holders reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Holder’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Holder may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Holders at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Holders and any attorney, accountant or other agent retained by the PurchaserHolders, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorneyattorneys, accountant accountants or agent agents of the PurchaserHolders.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities Closing Shares under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable SecuritiesClosing Shares, respond as promptly as possible to any comments received from the Commission, and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities Closing Shares covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities Closing Shares covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities ’s Closing Shares covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities Closing Shares covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. Notwithstanding anything herein to the contrary, upon written notice from the Company, the Company may require that the Holders suspend offers and sales of Closing Shares pursuant to Section 7 hereof due to the fact that (1) (a) there is material non-public information regarding the Company which the Company’s Board of Directors (the “Board”), after advice of legal counsel, reasonably determines not to be in the Company’s best interest to disclose and which the Company is not otherwise required to then disclose or (b) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction available to the Company which the Board reasonably determines would be seriously detrimental to the Company and its shareholders to then disclose, and which the Company would be required to disclose in a Registration Statement; provided that such period (a “Blackout Period”) shall end on the earlier to occur of (i) the date upon which the circumstances that give rise to the commencement of the period would no longer cause the registration and distribution of the Closing Shares to be seriously detrimental to the Company and its shareholders and (ii) such time as the Company (A) notifies the Holders that the Company will no longer delay such filing of the registration statement, (B) recommences steps to make such registration statement effective or (c) allows sales pursuant to such registration statement to resume; provided further in no event shall the aggregate Blackout Periods in any rolling 12-month period exceed 60 days in the aggregate for such 12-month period.

Registration Procedures. If and whenever the Company is required by the provisions hereof to use its best efforts to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement SEC a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, securities and use its best efforts to cause the Registration Statement such registration statement to become effective not later than 120 days from the date of its filing and to remain effective for the Effectiveness Period with respect theretoRequisite Period; provided, and promptly provide however, that at any time, upon written notice to the Purchaser copies participating Holders and for a period not to exceed sixty (60) days thereafter (the "Suspension Period"), the Company may delay the filing or effectiveness of all filings any registration statement or suspend the use or effectiveness of any registration statement (and Commission letters the Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that the Company may, in the absence of comment such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development the disclosure of which could reasonably be expected to have a material adverse effect upon the Company, its stockholders, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto;. In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the Requisite Period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive sixty (60) days with the consent of the Holders of a majority of the Registrable Securities registered under the applicable registration statement, which consent shall not be unreasonably withheld. If so directed by the Company, all Holders registering shares under such registration statement shall use their best efforts to deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for the Requisite Period and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement in accordance with the Registration Statement and to keep intended method of disposition set forth in such Registration Statement effective until the expiration of the Effectiveness Periodregistration statement for such period; (c) furnish to the Purchaser each seller of Registrable Securities and to each underwriter such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such persons reasonably may request in order to facilitate the public sale or intended disposition of the Registrable Securities covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable best efforts (i) to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement such registration statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may sellers of Registrable Securities or, in the case of an underwritten public offering, as the managing underwriter, reasonably shall request, provided(ii) to prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements, howeverand take such other actions, as may be necessary to maintain such registration and qualification in effect at all times for the period of distribution contemplated thereby and (iii) to take such further action as may be necessary or advisable to enable the disposition of the Registrable Securities in such jurisdictions; provided that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its best efforts to list the Registrable Securities covered by the Registration Statement such registration statement with any securities exchange or automated quotation system on which the Common Stock of the Company is then listedlisted or traded, or, if the Common Stock is not then listed on a national securities exchange, use its best efforts to facilitate the reporting of the Common Stock on any securities exchange or automated quotation system; (f) immediately notify the Purchaser each seller of Registrable Securities and each underwriter under such registration statement, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statementregistration statement, as then in effect, includes an any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingexisting and promptly amend or supplement such registration statement to correct any such untrue statement or omission; (g) notify each seller of Registrable Securities of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose and make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time; (h) permit a single firm or counsel designated as selling stockholders' counsel by the Holders of a majority in interest of the Registrable Securities being registered to review the registration statement and all amendments and supplements thereto for a reasonable period of time prior to their filing and the Company shall not file any document in a form to which such counsel reasonably objects; (i) if the offering is an underwritten offering, enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are usual and customary in the securities business for such an arrangement between such underwriter and companies of the Company's size and investment stature, including, without limitation, customary indemnification and contribution provisions; (j) if the offering is an underwritten offering, at the request of any seller of Registrable Securities, use its best efforts to furnish to such seller on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) a copy of an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial or statistical information contained therein), and (C) to such other effects as reasonably may be requested by counsel for the underwriters; and (ii) a copy of a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five (5) business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request; (k) take all actions reasonably necessary to facilitate the timely preparation and delivery of certificates (not bearing any legend restricting the sale or transfer of such securities) representing the Registrable Securities to be sold pursuant to the registration statement and to enable such certificates to be in such denominations and registered in such names as the Shareholders or any underwriters may reasonably request; and (gl) make available for inspection by take all other reasonable actions necessary to expedite and facilitate the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties registration of the CompanyRegistrable Securities pursuant to the registration statement. In connection with each registration hereunder, the sellers of Registrable Securities will furnish to the Company in writing such information with respect to themselves and cause the Company's officers, directors proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserapplicable state securities laws.

Registration Procedures. If and whenever Whenever the Medicor Group, on behalf of the Medicor Parties, ERI, on behalf of the ERI Parties, or the Belfer Group on behalf of the Belfer Parties has requested that any Registrable Securities be registered pursuant to this Agreement, the Company is required by the provisions hereof will use its best efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the Securities Actintended method of disposition thereof, and pursuant thereto the Company will, will as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and thereafter use its reasonable best efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect (provided that, before filing a registration statement or prospectus or any amendments or supplements thereto, and promptly provide the Company will furnish to the Purchaser counsel selected by the holders of the Registrable Securities covered by such registration statement copies of all filings and Commission letters such documents proposed to be filed, which documents will be subject to reasonable review of comment relating theretosuch counsel); (b) prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of either (i) not less than six months (subject to extension pursuant to Section 5.7(b)) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or (ii) such shorter period as will terminate when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the Registration Statement and to keep intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement effective until the expiration of the Effectiveness Periodregistration statement; (c) furnish to the Purchaser each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the Registration Statement and the Prospectus prospectus included therein in such registration statement (including each preliminary Prospectusprospectus) and such other documents as the Purchaser such seller may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration Statementsuch seller; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the such other securities or "blue sky" sky laws of such jurisdictions within as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the United States as disposition in such jurisdictions of the Purchaser may reasonably request, provided, however, Registrable Securities owned by such seller (provided that the Company shall will not for any such purpose be required to (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or to (iii) consent to general service of process in any such jurisdiction); (e) list the notify each seller of such Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Securities, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event of which the Company has knowledge as a result of which which, the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Company will prepare and furnish to such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then existing; listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange; (g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; (h) enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares); (i) make available for inspection by the Purchaser any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by the Purchaserany such seller or underwriter, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors Directors, employees and employees independent accountants to supply all publicly available, non-confidential information reasonably requested by the any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; (j) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the PurchaserCommission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (k) in the event of the issuance of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order and to notify the holders of all of the Registrable Securities covered by the registration statement of such order; (l) obtain a cold comfort letter, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement); (m) provide a legal opinion of the Company's outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included herein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature; (n) promptly furnish to the managing underwriter, if any, and each seller of Registrable Securities copies of any written request by the Commission or any state securities authority for amendments or supplements to a registration statement or prospectus or for additional information; and (o) make reasonably available its employees and personnel and otherwise provide reasonable assistance to any underwriters in the marketing of Registrable Securities in any underwritten offering. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Laurus copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser Laurus such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Laurus reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Laurus’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Laurus may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Laurus at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Laurus and any attorney, accountant or other agent retained by the PurchaserLaurus, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserLaurus.

Registration Procedures. If and whenever the Company is required by the provisions hereof pursuant to this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file as promptly as reasonably possible with the Commission a Registration Statement, on a form available to the Registration Statement Company, with respect to such Registrable Securities, respond as promptly as possible to any comments received from securities (which filing shall be made within 30 calendar days after the Commission, receipt by the Company of a Request Notice) and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide period of the distribution contemplated thereby (determined pursuant to the Purchaser copies of all filings and Commission letters of comment relating theretosubsection (g) below); (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the distribution period (determined pursuant to subsection (g) below) and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodStatement; (c) furnish to the Purchaser each Selling Holder and to each underwriter such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission) as the Purchaser such Persons may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by the such Registration Statement; (d) if applicable, use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser may Selling Holders or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request, provided, however, provided that the Company shall will not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not then required to so qualified qualify or to consent take any action which would subject it to general service of process in any such jurisdictionjurisdiction where it is not then so subject; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser each Selling Holder and each underwriter, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and as promptly as practicable amend or supplement the prospectus or take other appropriate action so that the prospectus does not include 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 light of the circumstances then existing; ; (f) in the case of an underwritten public offering, furnish upon request, (i) on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such Registration Statement, an opinion of counsel for the Company dated as of such date and addressed to the underwriters and to the Selling Holders, stating that such Registration Statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the Registration Statement, the related prospectus, and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations thereunder of the Commission (except that such counsel need express no opinion as to the financial statements, or any expertized schedule, report or information contained or incorporated therein) and (C) to such other effects as may reasonably be requested by counsel for the underwriters, and (ii) on the effective date of the Registration Statement and on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such Registration Statement, a letter dated such dates from the independent accountants retained by the Company, addressed to the underwriters and, if available, to the Selling Holders, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company and the schedules thereto that are included or incorporated by reference in the Registration Statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable requirements of the Securities Act and the published rules and regulations thereunder, and such letter shall additionally address such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) included in the Registration Statement in respect of which such letter is being given as the underwriters may reasonably request; (g) make available for inspection by one representative of the Purchaser Selling Holders, designated by a majority thereof, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such representative of the PurchaserSelling Holders or underwriter (the "Inspectors"), all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the CompanyCompany (collectively, the "Records"), and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any such Inspector in connection with such Registration Statement; provided, however, that with respect to any Records that are confidential, the attorney, accountant or agent Inspectors shall take such action as the Company may reasonably request in order to maintain the confidentiality of the PurchaserRecords. For purposes of subsections (a) and (b) above with respect to demand registration only, the period of distribution of Registrable Securities in a firm commitment underwritten public offering shall be deemed to extend until the earlier of (a) the date each underwriter has completed the distribution of all securities purchased by it or (b) the date 90 calendar days subsequent to the effective date of such Registration Statement, and the period of distribution of Registrable Securities in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Securities covered thereby or one year; (h) cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange on which similar securities issued by the Company are then listed; (i) use its commercially reasonable efforts to keep effective and maintain for the period specified in subsection (g) a registration, qualification, approval or listing obtained to cover the Registrable Securities as may be necessary for the Selling Holders to dispose thereof and shall from time to time amend or supplement any prospectus used in connection therewith to the extent necessary in order to comply with applicable law; (j) use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Selling Holders to consummate the disposition of such Registrable Securities; and (k) enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities. Each Selling Holder, upon receipt of notice from the Company of the happening of any event of the kind described in subsection (e) of this Section 2.3, shall forthwith discontinue disposition of the Registrable Securities until such Selling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 2.3 or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Selling Holder will, or will request the managing underwriter or underwriters, if any, to deliver to the Company (at the Company's expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice, the time periods mentioned in subsection (g) of this Section 2.3 shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each Selling Holder shall have received the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 2.3 hereof or the notice that they may resume use of the prospectus. In connection with each registration hereunder with respect to an underwritten public offering, the Company and each Selling Holder agrees to enter into a written agreement with the managing underwriter or underwriters selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between underwriters and companies of the Company's size and investment stature.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Section 2 to effect the registration of any Registrable Securities under the Securities 1933 Act, the Company will, as expeditiously as possible: (a) subject to the timelines provided in this Agreement, prepare and file with the Commission the Registration Statement with the SEC, with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period period of the distribution contemplated thereby (determined as herein provided), respond as promptly as commercially practicable to any comments received from the SEC with respect theretoto a Registration Statement or any amendment thereto and file any pre-effective amendments with respect to a Registration Statement as promptly as reasonable possible, and promptly provide to the Purchaser Investors copies of all filings and Commission SEC letters of comment relating thereto(provided that the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any subsidiary) and notify the Investors (by telecopier or by e-mail addresses provided by the Investors) on or before the second business day thereafter that the Company receives notice that (i) the SEC has no comments or no further comments on the registration statement, and (ii) the registration statement has been declared effective; (b) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until such Registration Statement has been effective for a period of six months (“Effectiveness Period”) and prepare and file with the expiration of SEC such additional Registration Statements as may be required hereunder and to keep each additional Registration Statement effective for the Effectiveness Period; (c) furnish to the Purchaser Investors such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such Investors reasonably may request in order to facilitate the public sale or their disposition of the Registrable Securities securities covered by the such Registration StatementStatement or make them electronically available; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably requestInvestors shall request in writing, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities the principal market or exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when Investors of the Company’s becoming aware that a Prospectus prospectus relating thereto is required to be delivered under the Securities 1933 Act, of the happening of any event or passage of time of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; andexisting or the financial statements included therein ineligible for inclusion or which becomes subject to a SEC, state or other governmental order suspending the effectiveness of the Registration Statement covering any of the Registrable Securities. Each Investor hereby covenants that it will not sell any Registrable Securities pursuant to such prospectus during the period commencing at the time at which the Company gives such Investor notice of the suspension of the use of such prospectus in accordance with this Section 3(f) and ending at the time the Company gives such Investor notice that such Investor may thereafter effect sales pursuant to the prospectus, or until the Company delivers to such Investor or files with the SEC an amended or supplemented prospectus. (g) make available for inspection The Company shall cooperate with any broker-dealer through which an Investor proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Companysuch Investor, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested Company shall pay the filing fee required by the attorney, accountant or agent such filing within two (2) business days of the Purchaserrequest therefor.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. (a) If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleshall: (ai) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (bii) as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by keep the Registration Statement and to keep such Registration Statement effective until for a period of not less than nine months from the expiration of the Effectiveness Periodeffective date; (ciii) as expeditiously as possible furnish to the Purchaser Holder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, inconformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered owned by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately selling Stockholder and promptly notify the Purchaser selling stockholder at any time when a Prospectus relating thereto prospectus is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes prospectus would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (giv) make available for inspection as expeditiously as possible use its best efforts to register or qualify the Registrable Securities covered by the Purchaser Registration Statement under the securities or Blue Sky laws of such states as the selling stockholders shall reasonably request, and do any attorney, accountant and all other acts and things that may be necessary or desirable to enable the selling stockholders to consummate the public sale or other agent retained disposition in such states of the Registrable Securities owned by the Purchaserselling stockholder; provided, all publicly availablehowever, non-confidential financial and other recordsthat the Company shall no be required in connection with this Section 3(a) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (b) If the Company has delivered preliminary or final prospectuses to the Holder and, pertinent corporate documents and properties after having done so, the prospectus is amended to comply with the requirements of the CompanySecurities Act, the Company shall promptly notify the Holder and, if requested, the Holder shall immediately cease making offers of Registrable Securities and cause return all prospectuses to the Company's officers. The Company shall promptly provide the Holder with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the Holder shall be free to resume making offers of the Registrable Securities.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any the Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement SEC a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, securities and use its best efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect theretoperiod of the distribution contemplated thereby (determined as herein provided), and promptly provide to the Purchaser copies of all filings and Commission SEC letters of comment relating theretocomment; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with keep such registration statement effective until the provisions earlier date of when: (i) all Registrable Securities have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act with respect and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the disposition of all Registrable Securities covered by Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Registration Statement Company's transfer agent and to keep such Registration Statement effective until the expiration of affected Holders (the "Effectiveness Period"); (c) furnish to the Purchaser such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities securities covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement such registration statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably requestrequests, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly publicly-available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly publicly-available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best commercially reasonable efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any national securities exchange or the National or SmallCap Market of The Nasdaq Stock Market, Inc. or the NASD OTC Bulletin Board or the National Quotation Bureau’s Pink Sheets on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possiblepractical: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible feasible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Investor such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Investor reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Investor’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Investor may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser Investor at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, promptly respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Laurus copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser Laurus such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Laurus reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Laurus’ Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Laurus may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Laurus at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Laurus and any attorney, accountant or other agent retained by the PurchaserLaurus, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserLaurus.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation or subject itself to taxation in any jurisdiction where it is not so qualified or subject or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever In connection with the Company is required by the provisions hereof to effect the Company's registration of any Registrable Securities under the Securities Actobligations hereunder, the Company will, as expeditiously as possibleshall: (a) In accordance with the Securities Act and the rules and regulations of the SEC, prepare and file with the Commission the SEC a Registration Statement in the form of an appropriate registration statement with respect to such the Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the such Registration Statement to become and remain continuously effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (cb) furnish Furnish to the Purchaser each Holder participating in such registration (each of such Persons being referred to herein as a "Participant" in such registration) such reasonable number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) and such other documents as the Purchaser such Participant may reasonably may request in order to facilitate the public sale or disposition offering of the Registrable Securities covered by the Registration StatementSecurities; (dc) use Use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the such state securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser such Participants may reasonably request, ; provided, however, that the Company shall not for be obligated to file any such purpose be required general consent to service of process or to qualify generally to transact business as a foreign corporation in any jurisdiction where in which it is not so qualified or to consent subject itself to general service of process taxation in connection with any such jurisdictionregistration or qualification of such Securities; (d) Notify the Participants in such registration, promptly after it shall receive notice thereof, of the date and time when such Registration Statement and each post-effective amendment thereto has become effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed; (e) list Notify the Registrable Securities covered Participants in such registration promptly of any request by the SEC for the amending or supplementing of such Registration Statement with any securities exchange on which the Common Stock of the Company is then listedor Prospectus or for additional information; (f) immediately Prepare and file with the SEC, promptly upon the request of any Participant in such registration, the Registration Statement and any amendments or supplements to such Registration Statement or Prospectus that, in the reasonable opinion of counsel for such Participants, is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the Securities by such Participants or to otherwise comply with the requirements of the Securities Act and such rules and regulations; (g) Prepare and promptly file with the SEC and promptly notify the Purchaser Participants in such registration of the filing of such amendments or supplements to such Registration Statement or Prospectus as may be necessary to correct any statements or omissions if, at any the time when a Prospectus relating thereto to such Securities is required to be delivered under the Securities Act, of the happening of any event of which has occurred as the Company has knowledge as a result of which the any such Prospectus contained in such Registration Statement, as or any other Prospectus then in effect, includes effect may include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; (h) Advise the Participants in light such registration, promptly after it shall receive notice or obtain knowledge thereof, of the circumstances then existing; andissuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (gi) Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make generally available for inspection by to the Purchaser and Company's security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any attorneytwelve (12) month period (or ninety (90) days, accountant or other agent retained by if such a period is a fiscal year) beginning with the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties first month of the Company's first fiscal quarter commencing after the effective date of a Registration Statement; (j) Not file any amendment or supplement to such Registration Statement or Prospectus to which a majority in interest of the Participants in such registration has reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, and cause after having been furnished with a copy thereof at least three (3) business days prior to the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested filing thereof unless the Company shall have been advised in writing by its counsel that such amendment is required under the Securities Act or the rules or regulations adopted thereunder in connection with the distribution of Securities by the attorney, accountant Company or agent of the PurchaserParticipants.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possiblewill use its best efforts to within 90 days after the date hereof: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the each Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the each Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the such Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the each Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the such Purchaser may reasonably request, ; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the each Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the each Purchaser and any attorney, accountant or other agent retained by the such Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the such Purchaser.

Registration Procedures. If (a) The Company shall: (i) furnish to the Shareholders, without charge, at least one signed copy of the Registration Statement and whenever any post-effective amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including those incorporated by reference); (ii) deliver to the Shareholders, without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as they may reasonably request, but only while the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (biii) prepare and file prior to any public offering of Registrable Securities, register or qualify or cooperate with the Commission such amendments Shareholders and supplements to the Registration Statement and the Prospectus used their respective counsel in connection therewith as may be necessary to comply with the provisions registration or qualification of the Securities Act with respect to the disposition of all Registrable Securities covered by for offer and sale under the Registration Statement and to keep such Registration Statement effective until the expiration securities laws of the Effectiveness Period; various states (cthe "Blue Sky Laws") furnish and do any and all other acts or things reasonably necessary or advisable to effect the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale registration or disposition qualification of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify Statement in the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, various states; provided, however, that in no event shall the Company shall not for any such purpose be required obligated to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not so now qualified or to consent take any action which would subject it to general taxation or service of process in suits other than those arising out of the offer or sale of the securities covered by such Registration Statement in any such jurisdictionjurisdictions where it is not now so subject; (eiv) list cooperate with the Shareholders to prepare and deliver timely certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and issue the Registrable Securities covered by in the Registration Statement with denominations and register them in the names the Shareholders may request at least two (2) business days prior to any securities exchange on which the Common Stock sale of the Company is then listedRegistrable Securities; (fv) immediately notify the Purchaser at any time when use its best efforts to cause a Prospectus relating thereto is required Notification Form for Listing of Additional Shares to be delivered under filed with The Nasdaq Stock Market with respect to the Registrable Securities Act, of being registered or to cause similar required forms to be filed with the happening of any event of market on which similar securities issued by the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as are then in effect, includes an untrue statement of a material fact listed or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingtraded; and (gvi) make available for inspection by to the Purchaser Shareholders and any attorney, attorney or accountant or other agent retained by the Purchaser, Shareholders for inspection all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly availableinformation that the participating Shareholders, non-the Shareholders' representatives, attorneys or accountants may reasonably request in connection with the registration; provided, that such Persons shall keep confidential any records, information reasonably requested by or documents that the attorney, accountant Company designates as confidential unless a court or agent administrative agency requires the disclosure of the Purchaserrecords, information or documents. (b) Each of the Shareholders agrees to furnish the Company with any information regarding the Shareholders and the distribution of the Registrable Securities as the Company may from time to time reasonably request. (c) The Shareholders agree that, upon receipt of any notice from the Company of the happening of any of the following: (i) the SEC's issuance of any stop order denying or suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose, (ii) the Company's receipt of any stop order denying registration or suspending the qualification of the Registrable Securities for sale or the initiation or threatening of any proceeding for such purpose, or (iii) the happening of any event which makes any statement made in the Registration Statement, the Prospectus or any document incorporated by reference therein untrue or which requires any change in the Registration Statement, the Prospectus or any document incorporated by reference therein to make the statements not include an untrue statement of material fact or not omit any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, the Shareholders shall discontinue the disposition of Registrable Securities until the Shareholders receive a supplemented or amended Prospectus from the Company or until the Company advises the Shareholders in writing that the participating Shareholders may resume the use of the Prospectus, and have received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus. If the Company so directs, the Shareholders will deliver to the Company all copies, other than permanent file copies then in the Shareholders' possession, of the Prospectus covering the Registrable Securities at the time the Shareholders received the notice.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any the Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement SEC a registration statement with respect to such Registrable Securitiessecurities, respond as promptly as possible respond to any comments received from the Commission, SEC and use its best efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect theretoperiod of the distribution contemplated thereby (determined as herein provided), and promptly provide to the Purchaser copies of all filings and Commission SEC letters of comment relating theretocomment; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement registration statement and to keep such Registration Statement registration statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities securities covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement such registration statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably requestPurchaser, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available on reasonable notice for inspection during normal business hours by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserPurchaser for the purpose of effecting the registration of the Registrable Securities pursuant to this Agreement.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Purchasers copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Purchasers such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Purchasers reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Purchasers’ Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Purchasers may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Purchasers at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Purchasers and any attorney, accountant or other agent retained by the PurchaserPurchasers, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserPurchasers.

Registration Procedures. If and whenever When the Company is required by the provisions hereof this Agreement to effect the registration of any the Registrable Securities under the Securities Act, the Company willwill do each of the following, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such the Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect theretoPeriod, and promptly provide to the Purchaser Seller copies of all filings and Commission letters of comment relating thereto; (b) other than during a Black Out Period, prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser Seller such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Seller reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Seller’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Seller may reasonably request, provided, however, that the Company shall will not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Seller at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Seller and any attorney, accountant or other agent retained by the PurchaserSeller, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserSeller.

Registration Procedures. If In connection with the Registration to be effected pursuant to the Resale Shelf Registration Statement, and whenever the Holders have requested that any Registrable Securities be registered pursuant to this Agreement, the Company is required by the provisions hereof shall use its commercially reasonable efforts to effect the registration of any such Registrable Securities under in accordance with the Securities Act, intended method of disposition thereof (to the extent consistent with the obligations of the Company willpursuant to Section 1 of this Agreement), and pursuant thereto the Company shall as expeditiously as reasonably possible: (a) prepare in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder and file with the Commission the a Registration Statement Statement, and all amendments and supplements thereto and related Prospectuses as may be necessary to comply with applicable securities laws, with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect (provided that at least five (5) Business Days before filing a Registration Statement or Prospectus or any amendments or supplements thereto, and promptly provide the Company shall furnish to counsel selected by the Purchaser Applicable Approving Party copies of all filings such documents proposed to be filed, which documents shall be subject to the review and Commission letters comment of comment relating theretosuch counsel); (b) notify each holder of Registrable Securities of (i) the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose, (ii) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (iii) the effectiveness of each Registration Statement filed hereunder; (c) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending when all of the securities covered by such Registration Statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such Registration Statement (but not in any event before the expiration of any longer period required under the Securities Act) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until during such period in accordance with the expiration intended methods of disposition by the Effectiveness Periodsellers thereof set forth in such Registration Statement; (cd) furnish to the Purchaser each seller of Registrable Securities thereunder such number of copies of the such Registration Statement Statement, each amendment and supplement thereto, the Prospectus included therein in such Registration Statement (including each preliminary Prospectus) and such other documents as the Purchaser such seller may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration Statementsuch Holder; (de) during any period in which a Prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission, including pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Act; (f) use its commercially reasonable efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the such other securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser Applicable Approving Party reasonably requests and do any and all other acts and things which may be reasonably request, provided, however, necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not for any such purpose be required to (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified or otherwise be required to qualify but for this Section 3(f), (ii) consent to general service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction); (eg) list the promptly notify in writing each seller of such Registrable Securities covered (i) after it receives notice thereof, of the date and time when such Registration Statement and each post-effective amendment thereto has become effective or a Prospectus or supplement to any Prospectus relating to a Registration Statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (ii) after receipt thereof, of any request by the Commission for the amendment or supplementing of such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; or Prospectus or for additional information, and (fiii) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained included in such Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, and, at the request of any such seller, the circumstances then existing; andCompany promptly shall prepare, file with the Commission and furnish to each such Holder a reasonable number of copies of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (gh) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed, if any; (i) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement; (j) enter into and perform such customary agreements and take all such other actions as the Applicable Approving Party reasonably requests in order to expedite or facilitate the disposition of such Registrable Securities; (k) make available for inspection by the Purchaser and any seller of Registrable Securities, any attorney, accountant or other agent retained by the Purchaserany such seller, all publicly available, non-confidential financial and other records, pertinent corporate and business documents and properties of the CompanyCompany as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors managers, directors, employees, agents, representatives and employees independent accountants to supply all publicly available, non-confidential information reasonably requested by the any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the PurchaserCommission; (m) permit any holder of Registrable Securities who, in its good faith judgment (based on the advice of counsel), could reasonably be expected to be deemed to be an underwriter or a controlling Person of the Company to participate in the preparation of such registration or comparable statement and to require the insertion therein of material furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included; (n) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Common Stock included in such Registration Statement for sale in any jurisdiction, the Company shall use its commercially reasonable efforts promptly to obtain the withdrawal of such order; (o) use its commercially reasonable efforts to cause such Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably and customarily necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; (p) cooperate with the holders of Registrable Securities covered by the Registration Statement to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the Registration Statement and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such holders may request; and (q) cooperate with each holder of Registrable Securities covered by the Registration Statement participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Shareholders such reasonable number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably such Shareholders may request in order to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange Trading Market on which the Common Stock of the Company is then listed; (e) use its commercially reasonable efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as such Shareholders may reasonably request; PROVIDED, HOWEVER, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to subject itself to taxation in connection with any such registration or qualification of such Registrable Securities; (f) immediately notify the Purchaser Shareholders at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by prepare and promptly file with the Purchaser Commission and any attorney, accountant or other agent retained by promptly notify the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties Shareholders of the Companyfiling of such amendments or supplements to such Registration Statement or Prospectus as may be necessary to correct any statements or omissions if, and cause at the Company's officerstime when a Prospectus relating to such Registrable Securities is required to be delivered under the Securities Act, directors and employees any event has occurred as the result of which any such Prospectus or any other Prospectus then in effect may include an untrue statement of a material fact or omit to supply all publicly availablestate any material fact required to be stated therein or necessary to make the statements therein, non-confidential information reasonably requested by the attorney, accountant or agent in light of the Purchasercircumstances under which they were made, not misleading.

Registration Procedures. If and whenever Whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly upon request provide to the Purchaser Holders copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish Period applicable to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (dc) use its commercially reasonable efforts to register or qualify the Purchaser's Holder’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Holder may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (ed) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed;listed (if applicable); and (fe) immediately notify the Purchaser Holders at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities Shares under the Securities Act, the Company will, as expeditiously as possibleshall: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its best reasonable efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by and keep the Registration Statement and to keep such Registration Statement effective until for a period of not less than one hundred twenty (120) days from the expiration of the Effectiveness Periodeffective date; (c) furnish to the Purchaser such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered Shares owned by the Registration StatementPurchaser. If the Company has delivered preliminary or final prospectuses to the Purchaser and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the Purchaser and, if requested, the Purchaser shall immediately cease making offers of Registrable Shares and return all prospectuses to the Company. The Company shall promptly provide the Purchaser with revised prospectuses and, following receipt of the revised prospectuses, the Purchaser shall be free to resume making offers of the Registrable Shares; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Registration Statement under the securities or "blue sky" Blue Sky laws of such jurisdictions within the United States states as the Purchaser may shall reasonably request, and do any and all other acts and things that may be necessary or desirable to enable the Purchaser to consummate the public sale or other disposition in such states of the Registrable Shares owned by the Purchaser; provided, however, that the Company shall not for any such purpose be required in connection with this paragraph (d) to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to execute a general consent to general service of process in any such jurisdiction;, nor shall it be required to comply with any Blue Sky or other laws, rules or regulations of any jurisdiction for which compliance or other requirements are, in the reasonable judgment of the Company, unduly burdensome or would require any material adjustments in any terms of the offering or in the offering documents; and (e) list In the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which an underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the Company has knowledge as a result managing underwriter of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the offering. The Purchaser shall also enter into and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserperform its obligations under such agreement.

Registration Procedures. (a) For any of the Registrable Securities described above which shall require registration by Company, the Company shall use its best efforts to effect, as promptly as practicable, the registration under the Securities Act of such Registrable Securities; provided, however, that Company will not be required to file any such registration statement during any period of time (not to exceed 45 days after such request in the case of clause (A) below or 90 days in the case of clauses (B) and (C) below) when (A) Company is in possession of material non-public information which it reasonably believes would be detrimental to be disclosed at such time and, based on consultation with counsel to Company, such information would have to be disclosed if a registration statement were filed at that time; (B) Company is required under the Securities Act to include audited financial statements for any period in such registration statement and such financial statements are not yet available for inclusion in such registration statement; or (C) only in the case of Demand Registrable Securities or Piggy-Back Securities, Company determines, in its reasonable good faith judgment, that such registration would interfere with any financing, acquisition or other material transaction involving Company or any of its affiliates. If consummation of the sale of any Registrable Securities pursuant to a registration hereunder does not occur within 180 days after the filing with the SEC of the initial registration statement, then such registration shall not be taken into account as an effective registration for purposes of the registration limit set forth in Section 3.2. Company shall use commercially reasonable efforts to cause any Registrable Securities registered pursuant to this Article III to be qualified for sale under the securities or Blue Sky laws of such jurisdictions as the Stockholders may reasonably request and shall continue such registration or qualification in effect in such jurisdiction; provided, however, that Company shall not be required to qualify to do business in, or consent to general service of process in, any jurisdiction by reason of this provision. (b) Company may include in any such registration any authorized but unissued shares of Common Stock for sale by the Company or any issued and outstanding shares of Common Stock for sale by others; provided, however, that, except as set forth in Section 3.1 hereof, the inclusion of such previously authorized but unissued shares by the Company or issued and outstanding shares of Common Stock by others in such registration shall not prevent the Stockholders from registering the entire number of shares requested and, in the event that the registration is, in whole or in part, an underwritten IPO and the underwriter determines and advises in writing that the inclusion of all shares proposed to be included in such registration and such previously authorized but unissued shares of Common Stock by Company and/or issued and outstanding shares of Common Stock by persons other than the Stockholders would interfere with the successful marketing (including pricing) of such securities, then, except as set forth in Section 3.1 hereof, such other previously authorized but unissued shares of Common Stock proposed to be included by the Company and issued and outstanding shares of Common Stock proposed to be included by persons other than the Stockholders shall be reduced or excluded from such registration (as the case may be) before any additional reduction shall be allocated to the shares. (c) If and whenever the Company is required by the provisions hereof to effect the registration of any of the Registrable Securities under the Securities ActAct as provided herein, the Company will, as expeditiously as possiblewill promptly: (ai) prepare Prepare and file with the Commission the Registration Statement SEC a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (bii) prepare Prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all such Registrable Securities and other securities covered by the Registration Statement such registration statement until such time as all of such Registrable Securities and to keep other securities have been disposed of in accordance with such Registration Statement effective until the expiration registration statement, but in no event for a period of the Effectiveness Periodless than ninety (90) days after such registration statement becomes effective; (ciii) furnish No such registration statement or amendment thereto shall be filed by the Company until the Stockholders shall have had a reasonable opportunity of not less than ten (10) days to review the same and to approve or disapprove any portion of such registration statement describing or referring to the Purchaser Stockholders; (iv) Furnish to the Stockholders such number of copies of such registration statement and of each such amendment and supplement thereto and such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectus) in such registration statement as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered requested by the Registration StatementStockholders; (dv) use Use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement such registration statement under the such other securities or "blue sky" Blue Sky laws of such other applicable states of jurisdictions within the United States as the Purchaser may Stockholders shall reasonably request, provided, however, except that (A) the Company shall not for any such purpose be required to qualify generally to transact do business as a foreign corporation in any jurisdiction where wherein it is not so qualified or nor subject itself to consent to general service of process taxation in any such jurisdiction;jurisdiction for such purpose; and (B) no such registration or qualification need be made in any jurisdiction which the managing underwriter, if any, determines will be excluded from the offering; and (vi) List the Registrable Securities on a securities exchange or consolidated reporting system if the listing of such securities is then permitted under the rules of such exchange or consolidated reporting system. (d) The costs and expenses (other than underwriting discounts and commissions) of all registrations and qualifications under the Securities Act and applicable state securities laws, and of all other actions the Company is required to take or effect pursuant to this Agreement shall be paid by the Company (including, without limitation, all registration and filing fees, printing expenses, fees and expenses of complying with Blue Sky laws, and fees and disbursements of counsel for the Company and of independent public accountants). (e) list The only representations and warranties the Stockholders shall be required to make in connection with any such underwriting or registration shall be with respect to the Stockholders’ ownership of the Registrable Securities covered to be sold by them and their ability to convey title thereto free and clear of all liens, encumbrances or adverse claims and such other customary representations and warranties reasonably requested by the Registration Statement underwriters, if any, and the Stockholders shall not be required to make any indemnity in connection therewith, except with any securities exchange on which respect to a material written misrepresentation by the Common Stock of the Company is then listed;Stockholders with respect to such underwriting or registration. (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required The Registrable Securities proposed to be delivered registered under any registration statement under this Article III shall be offered for sale at the Securities Act, same public offering price as the shares of the happening of any event of which Common Stock offered for sale by the Company has knowledge as a result of which the Prospectus contained in or any other selling stockholders covered by such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; andregistration. (g) make available for inspection Notwithstanding any other provision of Sections 3.2 or 3.3, if the representative of the underwriter in such registration advises the Stockholders in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company held by other stockholders and securities offered by the Purchaser and any attorneyCompany shall be excluded from such registration to the extent so required by such limitation. If, accountant or other agent retained after the exclusion of such shares, further reductions are still required, the number of shares included in the registration by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties Stockholders shall be reduced by such minimum number of shares as is necessary to comply with such request. No securities excluded from the underwriting by reason of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserunderwriter’s marketing limitation shall be included in such registration.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleby the Filing Date: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock Ordinary Shares of the Company is are then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event event, of which the Company has knowledge knowledge, as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all relevant publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the CompanyCompany as is customary for due diligence examinations in connection with public offerings, and cause the Company's ’s officers, directors and employees to supply all such relevant publicly available, available non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, request provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Section 1 of this Agreement to use its reasonable best efforts to effect the registration of any of the Registrable Securities Shares under the Securities Act, the Company will, as expeditiously as possibleshall: (a) a. prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its reasonable best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) b. as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with keep the provisions Registration Statement effective, in the case of a firm commitment underwritten public offering, until each underwriter has completed the distribution of all securities purchased by it but not more than one year after the effective date and, in the case of any other offering, until the earlier of the Securities Act with respect to the disposition sale of all Registrable Securities Shares covered by thereby or one year after the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Perioddate thereof; (c) c. as expeditiously as possible furnish to the Purchaser each Selling Shareholder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser Selling Shareholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered Shares owned by the Registration Statement;selling Shareholder; and (d) d. as expeditiously as possible use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Registration Statement under the securities or "blue sky" sky laws of such jurisdictions within the United States states as the Purchaser may Selling Shareholders shall reasonably request, provided, however, and do any and all other acts and things that may be necessary or desirable to enable the Selling Shareholders to consummate the public sale or other disposition in such states of the Registrable Shares owned by the selling Shareholder. If the Company shall not for any such purpose be required has delivered preliminary or final prospectuses to qualify generally the Selling Shareholders and after having done so the prospectus is amended to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service comply with the requirements of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result shall promptly notify the Selling Shareholders and, if requested, the Selling Shareholders shall immediately cease making offers of which Registrable Shares and return all prospectuses to the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause Company at the Company's officerssole cost and expense. The Company shall promptly provide the Selling Shareholders with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the Selling Shareholders shall be free to resume making offers of the Registrable Shares.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Purchasers copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Purchasers such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Purchasers reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Purchasers' Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser Purchasers may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange Trading Market on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Purchasers at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Purchasers and any attorney, accountant or other agent retained by the PurchaserPurchasers, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorneyattorneys, accountant accountants or agent agents of the PurchaserPurchasers.

Registration Procedures. If and whenever (i) Whenever the Company is required by the provisions hereof to effect the registration of Holder requests that any Registrable Securities be registered pursuant to Sections 3(a) or (b) hereof, the Company will as expeditiously as possible prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on any form reasonably acceptable to the Holder for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable efforts to cause such filed registration statement to become and remain effective until the earlier of (A) the date as of which the Holder may sell all of the Registrable Securities covered by such registration statement without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the Securities Act or (B) the date on which the Holder shall have sold all of the Registrable Securities covered by such registration statement (the “Registration Period”). The Company shall ensure that each registration statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any 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 (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a registration statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such registration statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement and to keep such Registration Statement effective until such time as all of such Registrable Securities shall have been disposed of in accordance with the expiration intended methods of disposition by the Effectiveness Period;seller or sellers thereof as set forth in such Registration Statement. (cii) The Company shall permit the Holder to review (A) a registration statement at least three (3) Trading Days prior to its filing with the SEC and (B) all amendments and supplements to all registration statements (except for Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q or any similar or successor reports) within a reasonable number of days prior to their filing with the SEC. The Company shall furnish to the Purchaser Holder whose Registrable Securities are included in a registration statement, without charge, (1) copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to any registration statement, (2) promptly after the same is prepared and filed with the SEC, one copy of any registration statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by the Holder, and all exhibits and (3) upon the effectiveness of any registration statement, such number of copies of the Registration Statement prospectus included in such registration statement and all amendments and supplements thereto as the Prospectus included therein Holder may reasonably request. (iii) The Company shall use its reasonable efforts to (A) register and qualify, unless an exemption from registration and qualification applies, the resale by the Holder under such other securities or “blue sky” laws of all applicable jurisdictions in the United States, (B) prepare and file in those jurisdictions, such amendments (including each preliminary Prospectuspost-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the Purchaser effectiveness thereof during the Registration Period, (C) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (D) take all other actions reasonably may request necessary or advisable to facilitate the public sale or disposition of qualify the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of for sale in such jurisdictions within the United States as the Purchaser may reasonably request, jurisdictions; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business in connection therewith or as a foreign corporation condition thereto to (1) make any change to its certificate of incorporation or bylaws, (2) qualify to do business in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this Section 3(d), (3) subject itself to general taxation in any such jurisdiction, or to (4) file a general consent to general service of process in any such jurisdiction; (e) list . The Company shall promptly notify the Holder of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities covered by for sale under the Registration Statement with securities or “blue sky” laws of any securities exchange on which jurisdiction in the Common Stock United States or its receipt of notice of the Company is then listed;initiation or threatening of any proceeding for such purpose. (fiv) immediately The Company shall notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, Holder in writing of the happening of any event event, as promptly as reasonably practicable after becoming aware of which the Company has knowledge such event, as a result of which the Prospectus contained prospectus included in such Registration Statementa registration statement, as then in effect, includes an untrue statement of a material fact or omits omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing; andunder which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), promptly prepare a supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment to the Holder as the Holder may reasonably request. The Company shall also promptly notify the Holder in writing (A) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a registration statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to each the Holder by facsimile or e-mail on the same day of such effectiveness and by overnight mail), (B) of any request by the SEC for amendments or supplements to a registration statement or related prospectus or related information, and (C) of the Company’s reasonable determination that a post-effective amendment to a registration statement would be appropriate. (gv) If the Holder is required under applicable securities laws to be described in the registration statement as an underwriter, at the reasonable request of the Holder, the Company shall furnish to the Holder, on the date of the effectiveness of the registration statement and thereafter from time to time on such dates as the Holder may reasonably request (A) a letter, dated as of such date, from the Company’s independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Holder, and (B) an opinion, dated as of such date, of counsel representing the Company for purposes of such registration statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Holder. (vi) Upon the written request of the Holder in connection with the Holder’s due diligence requirements, if any, the Company shall make available for inspection by the Purchaser and any attorney, accountant Holder or other agent agents retained by the PurchaserHolder (collectively, the “Inspectors”), all publicly available, non-confidential pertinent financial and other records, and pertinent corporate documents and properties of the CompanyCompany (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and cause the Company's ’s officers, directors and employees to supply all publicly availableinformation which any Inspector may reasonably request; provided, however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to the Holder) or use of any Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (A) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any registration statement or is otherwise required under the Securities Act, (B) the release of such Records is ordered pursuant to a final, non-confidential appealable subpoena or order from a court or government body of competent jurisdiction, or (C) the information in such Records has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Holder agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein shall be deemed to limit the Holder’s ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations. (vii) The Company shall hold in confidence and not make any disclosure of information concerning the Holder provided to the Company unless (A) disclosure of such information is necessary to comply with federal or state securities laws, (B) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any registration statement, (C) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (D) such information has been made generally available to the public other than by disclosure in violation of this Warrant. The Company agrees that it shall, upon learning that disclosure of such information concerning the Holder is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Holder and allow the Holder, at the Holder’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information. (viii) The Company shall use its reasonable efforts either to cause all of the Registrable Securities covered by a registration statement to be listed or quoted on each securities exchange, bulletin board or quotation system on which securities of the same class or series issued by the Company are then listed or quoted. (ix) The Company shall cooperate with the Holder and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a registration statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Holder may reasonably request and registered in such names as the Holder may request. (x) If requested by the Holder, the Company shall (A) as soon as reasonably practicable incorporate in a prospectus supplement or post-effective amendment such information as the Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (B) as soon as reasonably practicable make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (C) as soon as reasonably practicable, supplement or make amendments to any registration statement if reasonably requested by the attorney, accountant Holder. (xi) The Company shall use its reasonable efforts to cause the Registrable Securities to be registered with or agent approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities. (xii) The Company shall otherwise use its reasonable efforts to comply with all applicable rules and regulations of the PurchaserSEC in connection with any registration hereunder. (xiii) Within two (2) Trading Days after a registration statement which covers Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Holder) confirmation that such registration statement has been declared effective by the SEC.

Registration Procedures. If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleshall: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best reasonable efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by and keep the Registration Statement and to keep such Registration Statement effective until for a period of not less than one hundred twenty (120) days from the expiration of the Effectiveness Periodeffective date; (c) furnish to the Purchaser such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered owned by the Registration StatementPurchaser. If the Company has delivered preliminary or final prospectuses to the Purchaser and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the Purchaser and, if requested, the Purchaser shall immediately cease making offers of Registrable Securities and return all prospectuses to the Company. The Company shall promptly provide the Purchaser with revised prospectuses and, following receipt of the revised prospectuses, the Purchaser shall be free to resume making offers of the Registrable Securities; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" Blue Sky laws of such jurisdictions within the United States states as the Purchaser may shall reasonably request, and do any and all other acts and things that may be necessary or desirable to enable the Purchaser to consummate the public sale or other disposition in such states of the Registrable Securities owned by the Purchaser; provided, however, that the Company shall not for any such purpose be required in connection with this paragraph (d) to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to execute a general consent to general service of process in any such jurisdiction;, nor shall it be required to comply with any Blue Sky or other laws, rules or regulations of any jurisdiction for which compliance or other requirements are, in the reasonable judgment of the Company, unduly burdensome or would require any material adjustments in any terms of the offering or in the offering documents; and (e) list In the Registrable Securities covered by event of an underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the Registration Statement with any securities exchange on which the Common Stock managing underwriter of the Company is then listed;such offering. The Purchaser shall also enter into and perform its obligations under such agreement. (f) immediately notify Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, Company of the happening of the existence of any event of fact which results in the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes the Prospectus or any documents incorporated therein by reference containing an untrue statement of a material fact or omits omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, such holder will forthwith discontinue disposition of Registrable Securities until such holder's receipt of the circumstances then existing; and (g) make available for inspection copies of such supplemented or amended Prospectus as corrects such misstatement or omission, or until it is advised in writing by the Purchaser Company that the use of the Prospectus may be resumed, and has received copies of any attorneyadditional or supplemental filings which are incorporated by reference in the Prospectus, accountant or other agent retained and, if so directed by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause such holder will deliver to the Company (at the Company's officersexpense) all copies, directors and employees to supply all publicly availableother than permanent file copies then in such holder's possession, non-confidential information reasonably requested of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time periods during which such Registration Statement shall be maintained effective shall be extended by the attorney, accountant or agent number of days during the period from and including the date of the Purchasergiving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended prospectus that corrects such misstatement or omission or is advised in writing by the Company that the use of the Prospectus may be resumed.

Registration Procedures. If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleshall: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by keep the Registration Statement and to keep such Registration Statement effective until for a period of not less than nine months from the expiration of the Effectiveness Periodeffective date; (c) as expeditiously as possible furnish to the Purchaser Holder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered owned by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately selling Stockholder and promptly notify the Purchaser selling stockholder at any time when a Prospectus relating thereto prospectus is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes prospectus would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (gd) make available for inspection as expeditiously as possible use its best efforts to register or qualify the Registrable Securities covered by the Purchaser Registration Statement under the securities or Blue Sky laws of such states as the selling Stockholders shall reasonably request, and do any attorney, accountant and all other acts and things that may be necessary or desirable to enable the selling Stockholders to consummate the public sale or other agent retained disposition in such states of the Registrable Securities owned by the Purchaserselling Stockholder; provided, all publicly availablehowever, non-confidential financial and other recordsthat the Company shall not be required in connection with this paragraph (d) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. If the Company has delivered preliminary or final prospectuses to the Holder and, pertinent corporate documents and properties after having done so, the prospectus is amended to comply with the requirements of the CompanySecurities Act, the Company shall promptly notify the Holder and, if requested, the Holder shall immediately cease making offers of Registrable Securities and cause return all prospectuses to the Company's officers. The Company shall promptly provide the Holder with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the Holder shall be free to resume making offers of the Registrable Securities.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide make available to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish make available to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. The Holder acknowledges that information provided pursuant to this section and elsewhere in this Agreement may constitute material, non-public information. While in possession of such information, the Holders, including their principals and affiliates, will not trade in the Company's securities or violate the securities laws of any jurisdiction, absent an exemption from applicable securities law. Additionally, the Holders agree to keep such information confidential and to provide such further confidentiality agreements as reasonably requested by the Company.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable commercial efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleshall: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by keep the Registration Statement and to keep such Registration Statement effective until for a period of not less than nine months from the expiration of the Effectiveness Periodeffective date; (c) as expeditiously as possible furnish to the Purchaser Holder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, inconformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser selling stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered owned by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately selling Stockholder and promptly notify the Purchaser selling stockholder at any time when a Prospectus relating thereto prospectus is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes prospectus would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (gd) make available for inspection as expeditiously as possible use its best efforts to register or qualify the Registrable Securities covered by the Purchaser Registration Statement under the securities or Blue Sky laws of such states as the selling Stockholders shall reasonably request, and do any attorney, accountant and all other acts and things that may be necessary or desirable to enable the selling Stockholders to consummate the public sale or other agent retained disposition in such states of the Registrable Securities owned by the Purchaserselling Stockholder; provided, all publicly availablehowever, non-confidential financial and other recordsthat the Company shall not be required in connection with this Section 3(d) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. If the Company has delivered preliminary or final prospectuses to the Holder and, pertinent corporate documents and properties after having done so, the prospectus is amended to comply with the requirements of the CompanySecurities Act, the Company shall promptly notify the Holder and, if requested, the Holder shall immediately cease making offers of Registrable Securities and cause return all prospectuses to the Company's officers. The Company shall promptly provide the Holder with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the Holder shall be free to resume making offers of the Registrable Securities.

Registration Procedures. If The Company shall have no obligation to file a Shelf Registration Statement pursuant to Section 1.1 hereof, nor to include Registrable Securities in a registration statement pursuant to Section 1.2 hereof, unless and whenever until the Purchaser shall have furnished the Company with all information and statements about or pertaining to the Selling Holder in such reasonable detail and on such timely basis as is reasonably requested by the Company in connection with the preparation of such registration statement; provided, however, that any such information shall be given or made by a Selling Holder without representation or warranty of any kind whatsoever, except with respect to the identity of such Selling Holder, such Selling Holder's Registrable Securities and such Selling Holder's intended method of distribution or any other representation required by applicable law. In connection with the provisions hereof to effect the registration filing of any Registrable Securities under the Securities Actregistration statement hereunder, the Company willshall use commercially reasonable efforts, as expeditiously as possible, to: (a) prepare and file with the Commission SEC, as soon as practicable, subject to the Registration Statement timeframes otherwise required hereunder, a registration statement with respect to such the Registrable Securities, respond as promptly as possible Securities to any comments received from the Commission, be registered and use its best commercially reasonable efforts to cause the Registration Statement such registration statement to become effective as soon as practicable and remain effective otherwise as provided herein. Notwithstanding the foregoing, before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish counsel for the Effectiveness Period Purchaser with respect thereto, and promptly provide to the Purchaser copies of all filings such documents proposed to be filed and Commission letters of comment relating theretoshall make such changes reasonably requested by the Purchaser or its counsel in writing; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith with respect to the Registrable Securities requested by the Purchaser to be registered as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of registration statement during the Effectiveness Period; (c) furnish to the Purchaser and each Selling Holder such number of conformed copies of such registration statement, each amendment and supplement thereto (including all exhibits), the Registration Statement and the Prospectus prospectus included therein in such registration statement (including each preliminary Prospectus) prospectus and any summary prospectus), any other prospectus filed under the Act, and such other documents as the Purchaser or such Selling Holder may reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statementrequest; (d) use its commercially reasonable efforts to register or qualify the Purchaser's all Registrable Securities covered by the Registration Statement such registration statement under the securities or "blue sky" sky laws of such jurisdictions within the United States states as the Purchaser requests in writing (and to maintain such registrations and qualifications effective during the Effectiveness Period) and to do any and all other acts and things which may reasonably request, provided, however, be reasonable or advisable to enable the Selling Holders to consummate the disposition in such jurisdictions of such shares; provided that the Company shall will not for any such purpose be required to (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified be required but for this Section 1.3(d), (ii) subject itself to taxation in any such jurisdiction, or to (iii) file any general consent to general service of process in any such jurisdiction; (e) list in any underwritten offering, if reasonable and customary in the context of such offering, use commercially reasonable efforts to furnish to the Selling Holders a signed counterpart, addressed to the Selling Holders of Registrable Securities covered Securities, of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement or the date of the closing under the underwriting agreement in the form negotiated by the Registration underwriters, and (ii) a "comfort" or procedures letter in the form negotiated by the underwriters dated such dates(s) as the letter(s) delivered to the underwriters, signed by the independent public accountants who have certified the Company's financial statements included in such registration statement, in accordance with the provisions of Statement on Auditing Standards ("SAS") No. 72, as amended by SAS 76 and SAS 86 (and any successor supplementing statements), in each case, covering substantially the same matters with any securities exchange on which respect to such registration statement and the Common Stock prospectus included therein (and, in the case of the Company is then listedaccountants' letter, with respect to events subsequent to the date of such financial statements), as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to the underwriters in underwritten public offerings of securities, and in the case of the accountants' letter, such other financial matters as such underwriters may reasonably request; (f) immediately promptly notify the Purchaser Selling Holders, at any time when during which a Prospectus prospectus relating thereto is required to be delivered under the Securities ActAct within the period that the Company is required to keep a registration statement effective with respect to such shares being registered, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, and, except during a Suspension Period, promptly prepare a supplement or amendment to such prospectus and deliver it to the Selling Holders, so that, as thereafter delivered to the Selling Holders, such prospectus will not contain an untrue statement of a material fact or omit to state any fact required to be stated therein or necessary to make the circumstances then existing; andstatements therein not misleading; (g) use commercially reasonable efforts to cause all Registrable Securities covered by such registration statement to be listed and remain listed for a period of at least three years from the date of this Agreement on the securities exchanges or interdealer quotation systems (including the NASDAQ National Market), if any, on which similar securities issued by the Company are then listed; (h) comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder; (i) provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement, and enter into such customary agreements, and take all such other actions as the Purchaser reasonably requests (and subject to the reasonable approval of the Purchaser) in order to expedite or facilitate the disposition of such shares; (j) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement covering, or the lifting of any suspension of the qualification (or exemption from qualification) of, any of the Registrable Securities for sale in any jurisdiction, as promptly as practicable; (k) make reasonably available for inspection by the Purchaser Purchaser, in each case, participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained by the Purchaser, or by any such underwriter, all publicly available, non-confidential relevant financial and other records, pertinent corporate documents documents, and properties (other than confidential intellectual property) of the Company, Company and to use commercially reasonable efforts to cause the Company's officers, directors directors, employees and employees independent accountants to supply all publicly available, non-confidential information reasonably requested by such persons in connection with such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information (and the fact of, and the actual, notice under Section 1.1 that a registration statement will not be filed or that resales will be suspended) shall be kept confidential by the Purchaser and by any attorney, accountant or agent participating in any distribution pursuant to such registration statement, unless such disclosure is required to be made in connection with a court proceeding or, in the written opinion of legal counsel acceptable to the Company, required by law (provided, in each case, that the Company is given prompt notice of such requirement and the disclosing party assists the Company to obtain a protective order against such disclosure), or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality, in each case, without violation of the Purchaser.confidentiality obligations of the Purchaser under this Agreement; and (l) cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc.

Registration Procedures. If and whenever the The Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleshall: (a) In accordance with the Securities Act and the rules and regulations of the Commission, prepare and file with the Commission the a Registration Statement in the form of an appropriate registration statement with respect to such the Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the such Registration Statement to become and remain continuously effective for until the Effectiveness Period with respect theretoearlier of (i) the time that set forth in Section 3(a) above, and promptly provide to (ii) two years after such Registration Statement has been declared effective; provided that, if for any portion of such two year period the Purchaser copies Registration Statement is not effective, then such two year requirement for maintaining the effectiveness of all filings the Registration Statement shall be extended by the length of such interruption(s), and Commission letters of comment relating thereto; (b) shall prepare and file with the Commission such amendments to such Registration Statement and supplements to the Registration Statement and the Prospectus used in connection therewith contained therein as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Periodand such Registration Statement and Prospectus accurate and complete during such period; (cb) furnish Furnish to the Purchaser each Holder participating in such registration (each of such Persons being referred to herein as a "Participant" in such registration) such reasonable number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) and such other documents as the Purchaser such Participant may reasonably may request in order to facilitate the public sale or disposition offering of the Registrable Securities covered by the Registration StatementSecurities; (dc) use Use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the such state securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser such Participants may reasonably request, ; provided, however, that the Company shall not for be obligated to file any such purpose be required general consent to service of process or to qualify generally to transact business as a foreign corporation in any jurisdiction where in which it is not so qualified or to consent subject itself to general service of process taxation in connection with any such jurisdictionregistration or qualification of such Securities; (d) Notify the Participants in such registration, promptly after it shall receive notice thereof, of the date and time when such Registration Statement and each post-effective amendment thereto has become effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed; (e) list Notify the Registrable Securities covered Participants in such registration promptly of any request by the Commission for the amending or supplementing of such Registration Statement with any securities exchange on which the Common Stock of the Company is then listedor Prospectus or for additional information; (f) immediately Prepare and file with the Commission, promptly upon the request of any Participant in such registration, the Registration Statement and any amendments or supplements to such Registration Statement or Prospectus that, in the reasonable opinion of counsel for such Participants, is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the Securities by such Participants or to otherwise comply with the requirements of the Securities Act and such rules and regulations; (g) Prepare and promptly file with the Commission and promptly notify the Purchaser Participants in such registration of the filing of such amendments or supplements to such Registration Statement or Prospectus as may be necessary to correct any statements or omissions if, at any the time when a Prospectus relating thereto to such Securities is required to be delivered under the Securities Act, of the happening of any event of which has occurred as the Company has knowledge as a result of which the any such Prospectus contained in such Registration Statement, as or any other Prospectus then in effect, includes effect may include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; (h) Advise the Participants in light such registration, promptly after it shall receive notice or obtain knowledge thereof, of the circumstances then existing; andissuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (gi) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available for inspection by to the Purchaser and Company's security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any attorneytwelve (12) month period (or ninety (90) days, accountant or other agent retained by if such a period is a fiscal year) beginning with the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties first month of the Company's first fiscal quarter commencing after the effective date of a Registration Statement; (j) Not file any amendment or supplement to such Registration Statement or Prospectus to which a majority in interest of the Participants in such registration has reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, and cause after having been furnished with a copy thereof at least three (3) business days prior to the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested filing thereof unless the Company shall have been advised in writing by its counsel that such amendment is required under the Securities Act or the rules or regulations adopted thereunder in connection with the distribution of Securities by the attorney, accountant Company or agent of the PurchaserParticipants.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Section 2, 3 or 4 to use its reasonable best efforts to effect the registration of any Registrable Securities of its securities under the Securities Act, the Company willshall, as expeditiously soon as possiblepracticable, and in the case of a Demand Registration, no later than thirty (30) days (excluding any days that fall during a permitted Blackout Period under Section 5) after receipt of a written request for a Demand Registration: (a) prepare and file with the Commission the SEC a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, securities and use its reasonable best efforts to cause the such Registration Statement to become effective as promptly as practicable and to remain effective for a period of time required for the Effectiveness Period disposition of such Registrable Securities by the Holders thereof but not to exceed one hundred twenty (120) days (except with respect to a Shelf Registration Statement which shall remain effective during the Effective Period) excluding any days that fall during a permitted Blackout Period under Section 5; provided, however, that before filing such Registration Statement or any amendments or supplements thereto, and promptly provide the Company shall furnish to counsel selected by the Purchaser Holders copies of all filings documents proposed to be filed, which documents shall be subject to the review of such counsel, and Commission letters shall in good faith consider incorporating in each such document such changes as such counsel to the Holders reasonably and in a timely manner may suggest. The Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in the Holders of comment relating theretosuch Registrable Securities not being able to sell such Registrable Securities during that period, unless such action is required under applicable law; (b) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until the earlier of such time as all of such securities have been disposed of in a public offering or the expiration of one hundred twenty (120) days (except with respect to the Effectiveness Shelf Registration Statement, for which such period shall be the Effective Period) (excluding any days that fall during a permitted Blackout Period under Section 5); (c) furnish to such selling security holders such number of conformed copies of the Purchaser applicable Registration Statement and each such amendment and supplement thereto (including in each case all exhibits), such number of copies of the prospectus contained in such Registration Statement and the Prospectus included therein (including each preliminary Prospectusprospectus and any summary prospectus) as and any other prospectus, in conformity with the Purchaser reasonably may request to facilitate the public sale or disposition requirements of the Registrable Securities covered by the Registration StatementAct, and such other documents, as such selling security holders may reasonably request; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities or other securities covered by the such Registration Statement under the such other securities or "blue sky" sky laws of such jurisdictions within the United States and its territories and possessions as the Purchaser may each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as such Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable the Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Company shall not for any such purpose be required in connection therewith or as a condition thereto to qualify generally to transact do business as a foreign corporation corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it is not so qualified or would not, but for the requirements of this paragraph (d), be obligated to consent do so) and do such other reasonable acts and things as may be required of it to general service enable such Holder to consummate the disposition in such jurisdiction of process in any the securities covered by such jurisdictionRegistration Statement; (e) list furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to Section 3 or 4, if the method of distribution is by means of an underwriting, on the date that the shares of Registrable Securities are delivered to the underwriters for sale pursuant to such registration, or if such Registrable Securities are not being sold through underwriters, on the date that the registration statement with respect to such shares of Registrable Securities becomes effective, (1) a signed opinion, dated such date, of the independent legal counsel representing the Company for the purpose of such registration, addressed to the underwriters, if any, and if such Registrable Securities are not being sold through underwriters, then to the Holders making such request, as to such matters as such underwriters or the Holders holding a majority of the Registrable Securities covered by included in such registration, as the case may be, may reasonably request; and (2) letters dated such date and the date the offering is priced from the independent certified public accountants of the Company, addressed to the underwriters, if any, and if such Registrable Securities are not being sold through underwriters, then to the Holders making such request (i) stating that they are independent certified public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements and other financial data of the Company included in the Registration Statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with any securities exchange on which the Common Stock applicable accounting requirements of the Company Securities Act and (ii) covering such other financial matters (including information as to the period ending not more than five (5) business days prior to the date of such letters) with respect to the registration in respect of which such letter is then listedbeing given as such underwriters or the Holders holding a majority of the Registrable Securities included in such registration, as the case may be, may reasonably request and as would be customary in such a transaction; (f) immediately notify enter into customary agreements (including if the Purchaser at any time when a Prospectus relating thereto method of distribution is by means of an underwriting, an underwriting agreement containing representations, warranties and indemnities in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities; (g) otherwise use its reasonable best efforts to comply with all applicable rules and regulations promulgated by the SEC; (h) use its reasonable best efforts to cause all such Registrable Securities to be delivered under listed on each securities exchange or quotation system on which the Securities ActShares are listed or traded; (i) give written notice to the Holders: (i) when such Registration Statement, the prospectus or any amendment or supplement thereto has been filed with the SEC and when such Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the SEC for amendments or supplements to such Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) of the happening of any event of which that requires the Company has knowledge as a result of which the Prospectus contained to make changes in such Registration StatementStatement or such prospectus in order to make the statements therein, in light of the circumstances in which they were made, not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made); (j) use its reasonable best efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of such Registration Statement at the earliest possible time; (k) furnish to each Holder, without charge, at least one copy of such Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); (l) upon the occurrence of any event contemplated by Section 6(i)(v) above, promptly prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus or file any other required document so that, as then in effectthereafter delivered to the Holders, includes the prospectus shall not contain an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with Section 6(i)(v) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then existing; andthe Holders shall suspend use of such prospectus and use its reasonable best efforts to return to the Company all copies of such prospectus other than permanent file copies then in such Holder’s possession, and the period of effectiveness of such Registration Statement provided for above shall be extended by the number of days from and including the date of the giving of such notice to the date the Holders shall have received such amended or supplemented prospectus pursuant to this Section 6(l); (gm) make reasonably available for inspection by representatives of the Purchaser Holders, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by the Purchaser, such representative or any such underwriter all publicly available, non-confidential relevant financial and other records, pertinent corporate documents and properties of the Company, Company and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential relevant information reasonably requested by the such representative or any such underwriter, attorney, accountant or agent in connection with the registration; (n) in connection with any underwritten offering, make appropriate officers and senior executives of the PurchaserCompany available to the selling security holders for meetings with prospective purchasers of Registrable Securities and prepare and present to potential investors customary “road show” material in each case in accordance with the recommendations of the underwriters and in all respects in a manner reasonably requested and consistent with other new issuances of securities in an offering of a similar size to such offering of the Registrable Securities; and (o) use reasonable best efforts to procure the cooperation of the Company’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders or the underwriters, if any. It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Agreement in respect of the Registrable Securities which are to be registered at the request of any Holder that such Holder shall furnish to the Company such information regarding the Registrable Securities held by such Holder and the intended method of distribution thereof as the Company shall reasonably request and as shall be required in connection with the action taken by the Company.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) on reasonable prior notice, make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Holders copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Holders such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Holders reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Holders' Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser Holders may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Holders at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Holders and any attorney, accountant or other agent retained by the PurchaserHolders, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserHolders.

Registration Procedures. If and whenever the Company is required by the provisions hereof of this Agreement to use its reasonable best efforts to effect the registration of any of the Registrable Securities Shares under the Securities Act, the Company will, as expeditiously as possibleshall: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its reasonable best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with keep the provisions Registration Statement effective, in the case of a firm commitment underwritten public offering, until each underwriter has completed the distribution of all securities purchased by it and, in the case of any other offering, until the earlier of the Securities Act with respect to the disposition sale of all Registrable Securities Shares covered by thereby or 180 days after the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Perioddate thereof; (c) as expeditiously as possible furnish to the Purchaser each selling Stockholder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered Shares owned by the Registration Statement;selling Stockholder; and (d) as expeditiously as possible use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Registration Statement under the securities or "blue sky" Blue Sky laws of such jurisdictions within the United States states as the Purchaser may selling Stockholder shall reasonably request, and do any and all other acts and things that may be necessary or desirable to enable the selling Stockholder to consummate the public sale or other disposition in such states of the Registrable Shares owned by the selling Stockholder; provided, however, that the Company shall not for any such purpose be required in connection with this paragraph (d) to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to execute a general consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of . If the Company has delivered preliminary or final prospectuses to the selling Stockholders and after having done so the prospectus is then listed; (f) immediately notify amended to comply with the Purchaser at any time when a Prospectus relating thereto is required to be delivered under requirements of the Securities Act, the Company shall promptly notify the selling Stockholders and, if requested, the selling Stockholder shall immediately cease making offers of Registrable Shares and return all prospectuses to the Company. The Company shall promptly provide each selling Stockholder with revised prospectuses and, following receipt of the happening revised prospectuses, the selling Stockholder shall be free to resume making offers of the Registrable Shares. If, after a registration statement becomes effective, the Company becomes engaged in any event activity which, in the good faith determination of the Company's Board of Directors, involves information that would have to be disclosed in the Registration Statement but which the Company has knowledge as a result of which desires to keep confidential for valid business reasons, then the Prospectus contained Company may at its option, by notice to such Stockholders, require that the Stockholders who have included Shares in such Registration StatementStatement cease sales of such Shares under such Registration Statement for a period not in excess of three months from the date of such notice, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required such right to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection exercised by the Purchaser Company not more than once in any 12-month period. If, in connection therewith, the Company considers it appropriate for such Registration Statement to be amended, the Company shall so amend such Registration Statement as promptly as practicable and such Stockholders shall suspend any attorney, accountant or other agent retained by further sales of their Shares until the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties Company advises them that such Registration Statement has been amended. The time periods referred to herein during which such Registration Statement must be kept effective shall be extended for an additional number of days equal to the Company, and cause number of days during which the Company's officers, directors and employees right to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasersell shares was suspended pursuant to this paragraph.

Registration Procedures. If and whenever the Company is Whenever required by the provisions hereof under this Agreement to use its commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act(including, without limitation, in connection with any Piggy Back Registration), the Company willwill use its commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the such Registration Statement to become and remain effective for until the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto;distribution thereof has been completed. (b) prepare and file Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the Commission Securities Act, and such amendments and supplements other documents as they may reasonably request in order to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to facilitate the disposition of all such Registrable Securities covered owned by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Periodthem; (c) furnish Notify the selling Holders of Registrable Securities promptly (but in any event within two (2) business days), and confirm such notice in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the Purchaser such number of copies same has become effective, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement and or of any order preventing or suspending the Prospectus included therein use of any preliminary prospectus, (including each preliminary Prospectusiii) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser if at any time when a Prospectus relating thereto prospectus is required by the Securities Act to be delivered under in connection with the sales of Registrable Securities, the Company becomes aware that the representations and warranties of the Company contained in any underwriting agreement cease to be true and correct in any material respect, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Securities Actfor offer or sale in any jurisdiction, or (v) if the Company becomes aware of the happening of any event that makes any statement made in such Registration Statement or related prospectus or document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of which the Company has knowledge as a result of which the Prospectus contained any changes in such Registration Statement, as then prospectus or documents so that, in effectthe case of such Registration Statement, includes an it will not contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (d) As promptly as practicable after the Registration Statement shall have been declared effective under the Securities Act, use its commercially reasonable efforts to cause the Shares to be authorized to be quoted and/or listed (to the extent applicable) on the American Stock Exchange, the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market (or, in each case, a successor thereto) or a similarly recognized trading platform, if the Shares so qualify; (e) Use its commercially reasonable efforts to register and qualify the Registrable Securities covered by the Registration Statement under such other securities or “Blue Sky” laws of such jurisdictions as shall be reasonably appropriate for the distribution of the Registrable Securities covered by the Registration Statement; provided that the Company shall not be required in connection therewith or as a condition thereto, to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; and provided, further that (anything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction in which the Registrable Securities shall be qualified requires that expenses incurred in connection with the qualification of the securities in that jurisdiction be borne by selling shareholders, then existing; such expenses shall be payable by the Holders of such Registrable Securities pro rata to the extent required by any jurisdiction; (f) in connection with an underwritten offering, enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and take all other actions as are reasonably requested by the managing underwriters in order expedite or facilitate the registration or disposition of the Registrable Securities, and in such connection (i) make such representations and warranties to the underwriters, with respect to the business of the Company and its subsidiaries, and the Registration Statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, and confirm the same if and when requested, (ii) obtain opinions of counsel to the Company and updates thereof (which opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters), addressed to the underwriters covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain “cold comfort” letters and updates thereof from the independent public certified accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of an business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with the underwritten offerings and (iv) if any underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the Holders of Registrable Securities than those set forth in Section 8 hereof (or such other provisions and procedures acceptable to holders of a majority of the Registrable Securities covered by such Registration Statement and the managing underwriters or agents). The above actions shall be taken at each closing under such underwriting agreement, or as and to the extent required thereunder; (g) make Make available for inspection by the Purchaser any selling Holder of Registrable Securities, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by the Purchaserany such selling Holder or any such underwriter, all publicly available, non-confidential pertinent financial and other records, records and pertinent corporate documents and properties of the Company, and cause all of the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the any such selling Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; and (h) Use every reasonable effort to prevent the issuance of any stop order suspending the Purchasereffectiveness of such Shelf Registration Statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the lifting thereof at the earliest reasonable time.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever In connection with the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities ActRequired Registration, the Company will, as expeditiously as possible: (a) prior to the filing of the Registration Statement with the Commission, furnish to each holder of Registrable Securities, and their respective counsel, such number of copies of such Registration Statement, each amendment and supplement thereto, the prospectus included in such Registration Statement (including each preliminary prospectus) and such other documents (including all exhibits to be filed with such Registration Statement) as such holder may reasonably request and to use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such reasonable comments as the holders of Registrable Securities or their counsel shall propose; (b) notify each holder of Registrable Securities (i) when the Shelf Registration Statement and any amendments thereto have been filed with the Commission and (ii) if the Commission elects to review such Shelf Registration Statement; (c) notify each holder of Registrable Securities of the effectiveness of the Registration Statement and prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Exchange Commission such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until during the expiration of the Effectiveness Effective Period; (cd) furnish to the Purchaser each seller of Registrable Securities such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in such Registration Statement and the Prospectus included therein (including each preliminary Prospectusprospectus) and such other documents as the Purchaser such seller may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdictionseller; (e) list include information regarding the holders of Registrable Securities covered and the lawful methods of distribution they have elected for their Registrable Securities provided to the Company in writing as necessary to permit such distribution by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listedmethods specified by such holders; (f) immediately notify the Purchaser each seller of Registrable Securities, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities ActAct of 1933, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such the Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances under which they were made, not misleading, and promptly prepare a supplement or amendment to such prospectus and, subject to clause (a) above, file any other required document so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each notice given pursuant to this subsection (f) shall be accompanied by an instruction to suspend the use of the prospectus included in the Registration Statement until the Company shall have remedied the basis for such suspension. The Company will promptly notify the holders of Registrable Securities after it has determined in good faith that sales of Registrable Securities have become permissible and will promptly deliver copies of the Registration Statement and the prospectus (as so amended or supplemented, if applicable) to holders of Registrable Securities in accordance with subsection (d) above; (g) notify each holder of Registrable Securities of any written request by the Commission for any amendment or supplement to the Registration Statement or the prospectus included in the Registration Statement or for additional information related to any such amendment or supplement or the receipt by the Company of written notice from the Commission of the institution or threatening of any proceeding for that purpose; (h) notify each holder of Registrable Securities of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or suspending or preventing the use of any related offering document or the receipt by the Company of notice from the Commission of the institution or threatening of any proceeding for such purpose and, if issued, to use best efforts to obtain as soon as possible the withdrawal thereof; (i) notify each holder of Registrable Securities of the receipt by the Company of any written notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction, or the receipt by the Company of written notice from the applicable governmental authority of the institution or threatening of any proceeding for such purpose and, if issued, to use best efforts to obtain as soon as possible the withdrawal thereof; (j) use its best efforts to cause all such Registrable Securities to be listed on the Nasdaq National Market or other stock exchange or trading or quotation system on which the Common Stock then existingtrades or is quoted; (k) otherwise use best efforts to comply with the rules and regulations of the Commission and any such stock exchange or trading or quotation system contemplated by clause (i) above; (l) use best efforts to register or qualify the Registrable Securities for sale under the laws of any state in the United States of America as any seller of Registrable Securities shall reasonably request in writing and take such actions as may be reasonably necessary or advisable to enable such seller to consummate the disposition in such state of Registrable Securities owned by such seller; and (gm) make available for inspection cooperate with the holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement free of any restrictive legend and registered in such names as the holders of Registrable Securities may reasonably request in connection with the sale of Registrable Securities. If the Company shall give any such notice to suspend the disposition of Registrable Securities pursuant to the Registration Statement, the Effective Period shall automatically be extended by the Purchaser number of days during the period from and any attorney, accountant or other agent retained by including the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties date of the Company, giving of such notice to and cause including the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by date when the attorney, accountant or agent holders of Registrable Securities shall have received copies of the Purchasersupplemented or amended prospectus necessary to resume such dispositions or they otherwise receive notice from the Company that a suspension is no longer in effect. The Company’s transfer agent and registrar is American Stock Transfer & Trust Company and the CUSIP number for its common stock is ▇▇▇▇▇▇▇▇▇.

Registration Procedures. (a) If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleshall: (ai) prepare and file with the Commission the SEC a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (bii) as expeditiously as possible prepare and file with the Commission such SEC any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by keep the Registration Statement and to keep such Registration Statement effective until for a period of not less than nine months from the expiration of the Effectiveness Periodeffective date; (ciii) as expeditiously as possible furnish to the Purchaser Holder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser Selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered owned by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately Selling Stockholder and promptly notify the Purchaser Selling Stockholder at any time when a Prospectus relating thereto prospectus is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes prospectus would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (giv) make available for inspection as expeditiously as possible use its best efforts to register or qualify the Registrable Securities covered by the Purchaser Registration Statement under the securities or Blue Sky laws of such states as the Selling Stockholders shall reasonably request, and do any attorney, accountant and all other acts and things that may be necessary or desirable to enable the Selling Stockholders to consummate the public sale or other agent retained disposition in such states of the Registrable Securities owned by the PurchaserSelling Stockholder; provided, all publicly availablehowever, non-confidential financial and other recordsthat the Company shall no be required in connection with this Section 3(a) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (b) If the Company has delivered preliminary or final prospectuses to the Selling Stockholder and, pertinent corporate documents and properties after having done so, the prospectus is amended to comply with the requirements of the CompanySecurities Act, the Company shall promptly notify the Selling Stockholder and, if requested, the Selling Stockholder shall immediately cease making offers of Registrable Securities and cause return all prospectuses to the Company's officers. The Company shall promptly provide the Selling Stockholder with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the Selling Stockholder shall be free to resume making offers of the Registrable Securities.

Registration Procedures. If and whenever Whenever the Company is required by the provisions hereof holders of Registrable Securities have properly requested that any Registrable Securities be registered pursuant to this Agreement, Parent shall use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities ActAct of the sale of such Registrable Securities in accordance with the intended method of disposition thereof, the Company will, and pursuant thereto Parent shall as expeditiously as possible: (a) 5.1 prepare and file with the Commission the Registration Statement a registration statement and such amendments and supplements as may be necessary with respect to such Registrable SecuritiesSecurities and, respond as promptly as possible subject to any comments received from the Commissionpostponement and suspension provisions of Sections 2.4 and 5.2, and use its best commercially reasonable efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) 5.2 notify each holder of Registrable Securities of the effectiveness of the registration statement filed hereunder and prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 30 days (or until the distribution described in the registration statement has been completed or such lesser period of time as Parent or any seller may be required under the Securities Act to deliver a prospectus in connection with any sale of Registrable Securities and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers set forth in such registration statement); provided, however, that at any time, upon written notice to the participating holders of Registrable Securities, Parent may suspend the use or effectiveness of any registration statement (and the holders of Registrable Securities covered participating in such offering hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) upon and continuing until the discontinuation of (i) the issuance by the Registration Statement and Commission of a stop order with respect to keep such Registration Statement effective until registration statement or the expiration initiation of proceedings with respect to such registration statement under Section 8(d) or 8(e) of the Effectiveness Securities Act, (ii) the occurrence of any event or the existence of any fact as a result of which (A) any registration statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (B) any prospectus included in any such registration statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the occurrence or existence of any pending corporate development, including without limitation any such development that may (y) interfere with or adversely affect the negotiation or completion of any material transaction or other material event that is being contemplated by Parent or (z) involve initial or continuing disclosure obligations relating to a material event or material state of facts regarding Parent the disclosure of which would, in the reasonable judgment of Parent, be adverse to its interests, that, in the reasonable discretion of Parent, makes it appropriate to suspend the availability of any registration statement and the related prospectus (each of (i), (ii) and (iii) above is hereinafter referred to as a “Suspension Period”); provided that Parent’s right to suspend under clause (iii) above shall be subject to the restrictions on the length of any suspensions or postponements in any 12-month period set forth in Section 2.4 and shall be aggregated with the length of suspension and postpone periods under Section 2.4, such that Parent shall not be permitted to postpone or suspend, for more than 90 days in any 12-month period the filing, effectiveness or use of a registration statement for a Demand Registration pursuant to Section 2.4 and/or clause (iii) of this Section 5.2 taken together. In the event that Parent shall exercise its rights hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period; (c) 5.3 furnish to the Purchaser each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the Registration Statement and the Prospectus prospectus included therein in such registration statement (including each preliminary Prospectusprospectus) and such other documents as the Purchaser such seller may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration Statementsuch seller; (d) 5.4 use its commercially reasonable efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the such other securities or "blue sky" sky laws of such jurisdictions within as may be reasonably requested by any such seller and do any and all other reasonable acts and things which may be necessary or reasonably advisable to enable such seller to consummate the United States as disposition in such jurisdictions of the Purchaser may reasonably request, Registrable Securities owned by such seller (provided, however, that the Company Parent shall not for any such purpose be required to (a) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this subsection, (b) subject itself to taxation in any such jurisdiction or to (c) consent to general service of process in any such jurisdiction); (e) list the 5.5 promptly notify each seller of such Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Securities, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made, not misleading, and, at the request of any such seller, Parent shall promptly prepare a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the sellers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in which event the periods mentioned in Section 5.2 shall be extended by the length of the period from and including the date when each seller of such Registrable Securities shall have received such notice to the date on which each such seller has received the copies of the supplemented or amended prospectus contemplated under this Section 5.5; 5.6 use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange and/or quotation system on which Parent Common Stock is then existing; andlisted and/or quoted; 5.7 provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; 5.8 in the case of an underwritten offering, enter into such customary agreements (gincluding underwriting agreements in customary form) and take all such other actions as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, except to the extent any such agreement or other action would materially interfere with the conduct of Parent’s business; 5.9 in the case of an underwritten offering, make available for inspection by the Purchaser any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, at the Purchaseroffices where normally kept, during normal business hours, all publicly available, non-confidential pertinent financial and other records, pertinent corporate documents and properties of the CompanyParent, and cause the Company's Parent’s officers, directors employees and employees independent accountants to supply all publicly available, non-confidential information reasonably requested by the any such seller, underwriter, attorney, accountant or agent in connection with such registration statement, in each case as is necessary or reasonably advisable (based on the reasonable advice of their respective counsel) to enable such seller or underwriter to exercise their due diligence responsibilities and defenses under the Securities Act; provided, however, that (i) such sellers shall have entered into a customary confidentiality agreement reasonably acceptable to Parent and (ii) such sellers shall use their reasonable best efforts to minimize the disruption to Parent’s business and coordinate any such investigation of the Purchaserbooks, records and properties of Parent and any discussions with Parent’s officers and accountants so that all such investigations occur at the same time; 5.10 otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of Parent’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; 5.11 in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Company Common Stock included in such registration statement for sale in any jurisdiction, Parent shall use its commercially reasonable efforts promptly to obtain the withdrawal of such order; 5.12 use its commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; and 5.13 take such other actions reasonably requested by the sellers of Registrable Securities as are necessary or reasonably advisable in order to facilitate and/or expedite the registration and disposition of any Registrable Securities pursuant to the terms of this Agreement.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (cb) upon the effectiveness of the Registration Statement, furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (dc) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (ed) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (fe) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (gf) make available for inspection by the Purchaser Purchasers and any attorney, accountant or other agent retained by the PurchaserPurchasers, upon reasonable prior notice, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserPurchasers.

Registration Procedures. If and whenever In the case of each registration effected by the Company is required by the provisions hereof pursuant to effect the registration of any Registrable Securities under the Securities ActArticle 7, the Company will, as expeditiously as possible: (a) prepare furnish to the Purchaser prior to the filing of the requisite Registration Statement copies of drafts of such Registration Statement as is proposed to be filed, and file with thereafter such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the Prospectus included in such registration statement (including each preliminary prospectus) and such other documents in such quantities as the Purchaser may reasonably request from time to time in order to facilitate its distribution; (b) notify the Purchaser promptly of any request by the Commission for the amending or supplementing of such Registration Statement with respect to or Prospectus or for additional information; (c) advise the Purchaser promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of any such Registrable Securities, respond as promptly as possible to Registration Statement or amendment thereto or of the initiation or threatening of any comments received from the Commissionproceeding for that purpose, and promptly use its best efforts to cause prevent the Registration Statement issuance of any stop order or to become and remain effective for the Effectiveness Period with respect thereto, and obtain its withdrawal promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission if such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may stop order should be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statementissued; (d) use its commercially all reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement Purchased Shares under the such other securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser may (or the managing underwriter, in the case of underwritten offerings) reasonably request, provided, however, requests; provided that the Company shall not for any such purpose be required to qualify generally to transact do business as a foreign corporation or become subject to service of process or taxation in any jurisdiction where in which it is not already so qualified or to consent to general service of process in any such jurisdictionsubject; (e) list use all reasonable efforts to cause the Registrable Securities covered by Purchased Shares included in the Registration Statement with any registration statement to be listed on a securities exchange or authorized for quotation on a national quotation system on which any of the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Purchaser, at any time when a Prospectus prospectus relating thereto to the proposed sale is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained included in such Registration Statement, as then in effect, includes registration statement or amendment contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existingunder which they were made, not misleading, and the Company will prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the Purchased Shares, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) make available for inspection by enter into customary agreements (including without limitation, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties disposition of the Company, and cause Purchased Shares included in the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserregistration statement.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable commercial efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list or have quoted the Registrable Securities covered by the such Registration Statement with any securities exchange or quotation service on which the Common Stock of the Company is then listedlisted or quoted; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. (h) The Purchaser covenants and agrees that it will cooperate with the Company in all respects in connection with this Agreement, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser and proposed manner of sale of the Registrable Securities required to be disclosed in any Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities and entering into and performing its obligations under the Agreement and/or the Related Agreements, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering. Any delay or delays caused by the Purchaser, or by any other purchaser of securities of the Company having registration rights similar to those contained herein, by failure to cooperate as required hereunder shall not constitute a breach or default of the Company under this Agreement or Related Agreement. (i) With respect to any sale of Registrable Securities pursuant to a Registration Statement filed pursuant to this Agreement, the Purchaser hereby covenants with the Company (i) not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied and (ii) to notify the Company promptly upon disposition of all of the Registrable Securities. (j) Whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the 1933 Act, the Company shall (except as otherwise provided in this Agreement), subject to the assistance and cooperation as reasonably required of the Purchaser with respect to each Registration Statement: (i) provide Purchaser and its counsel a reasonable period, not to exceed five (5) Trading Days, to review the proposed Registration Statement or any amendment thereto, prior to filing with the SEC; and (ii) prior to the filing with the SEC of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Purchaser and reflect in such documents, such comments as the Purchaser (and its counsel), reasonably may propose respecting the Selling Shareholders and Plan of Distribution sections (or equivalents)

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: : (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; ; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; Period applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; ; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; ; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; ; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. 4.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Section 7.01 or 7.02 to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as reasonably possible: (a) prepare and file with the Commission the Registration Statement SEC a registration statement with respect to such Registrable Securitiessecurities as soon as reasonably practicable after delivery of the applicable notice, respond as promptly as possible to and in any comments received from the Commissionevent within thirty (30) days thereof, and use its reasonable best efforts to cause the Registration Statement such registration statement to become effective within ninety (90) days after delivery of such notice and remain effective for the Effectiveness Period with respect theretoperiod of the distribution contemplated thereby (determined as hereinafter provided); provided, however, that that Company's obligation to file a registration statement, or cause such registration statement to become and promptly provide remain effective, shall be suspended for a period not to exceed ninety (90) days in any twelve-month period if in the reasonable judgment of the Company's Board of Directors it would be detrimental to the Purchaser copies of all filings and Commission letters of comment relating theretoCompany to effect a registration at such time; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus used in connection therewith related prospectus as may be necessary to keep such registration statement effective for the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement in accordance with the Registration Statement sellers' intended method of disposition set forth in such registration statement for such period; provided, however, the holders hereby acknowledge that the Company may notify the holders of the suspension of the use of the prospectus forming a part of the registration statement until such time as an amendment to such registration statement has been filed by the Company and to keep such Registration Statement declared effective by the SEC or until the expiration Company has otherwise amended or supplemented such prospectus, and upon receipt of such notice the holders shall suspend the use of the Effectiveness Periodprospectus and shall not offer or sell any securities pursuant to said prospectus during the period commencing at the time at which the Company gives the holders notice of the suspension of the use of said prospectus and ending at the time the Company gives the holders notice that holders may thereafter effect sales pursuant to said prospectus. Notwithstanding anything herein to the contrary, the Company (i) shall not suspend use of the registration statement by holders unless such suspension is in the good faith opinion of the Company and its counsel advisable under the federal securities laws and the rules and regulations promulgated thereunder; and (ii) shall use its best efforts to amend to such registration statement or amend or supplement such prospectus as soon as practicable to again permit sales pursuant to said prospectus; (c) furnish to the Purchaser each seller of Registrable Securities and to each underwriter, if applicable, such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement such registration statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may sellers of Registrable Securities or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the immediately notify each seller of Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser and each underwriter, if applicable, under such registration statement, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (gf) make available if the offering is underwritten and at the request of any seller of Registrable Securities, use its best efforts to furnish on the date that Registrable Securities are delivered to the underwriters for inspection by sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Purchaser Company for the purposes of such registration, addressed to the underwriters and any attorneyto such seller, accountant or other agent in form and substance as is customarily given in an underwritten public offering; and (ii) a letter dated such date from the independent public accountants retained by the PurchaserCompany, all publicly availableaddressed to the underwriters and to such seller, non-confidential financial in form and other recordssubstance as is customarily given in an underwritten public offering. For purposes of Section 7.03(a) and (b), pertinent corporate documents and properties the period of distribution of Registrable Securities in any registration shall be deemed to extend until the earlier of the Company, sale of all Registrable Securities covered thereby and cause one hundred twenty (120) days after the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasereffective date thereof.

Registration Procedures. If and whenever the Company Public is required by the provisions hereof to use its best ----------------------- efforts to effect or cause the registration of any Registrable Securities under the Securities ActAct as provided in this Agreement, and in connection with the Company filing of the Public Shelf Registration Statement as provided in the Merger Agreement, Public will, as expeditiously as possible: (a) in the case of a registration as provided in this Agreement, use its best efforts to prepare and file with the Commission the Registration Statement SEC within 30 days after receipt of a request for registration with respect to such Registrable Securities, respond as promptly as possible to a registration statement on any comments received from form for which Public then qualifies or which counsel for Public shall deem appropriate, and which form shall be available for the Commissionsale of the Registrable Securities in accordance with the intended methods of distribution thereof, and use its best efforts to cause the Registration Statement such registration statement to become and remain effective as promptly as practicable, subject to the right of Blackstone to defer Public's request for the Effectiveness Period acceleration of effectiveness of any such registration statement as may be necessary to accommodate the anticipated timetable for such offering; provided that before filing with respect the SEC a registration statement or prospectus or any amendments or supplements thereto, and promptly provide Public will (i) furnish to the Purchaser selling Holders copies of the form of preliminary prospectus proposed to be filed and furnish to counsel of the selling Holders copies of all filings such documents proposed to be filed, which documents will be subject to the review of such counsel and Commission letters shall not be filed without the approval of comment relating thereto;such counsel (which approval shall not be unreasonably withheld) and (ii) notify the selling Holders of any stop order issued or threatened by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered; and, in the case of the Public Shelf Registration Statement, in the event that Public was not permitted by the SEC to include in the S-4 Registration Statement a re-offering prospectus (which shall include a description of the plan of distribution for the Registrable Securities) covering the resale from time to time of the Registrable Securities, then Public shall file such re-offering prospectus as a post- effective amendment to the S-4 Registration Statement promptly after the Effective 9 Time (as defined in the Merger Agreement), but in no event later than 15 days after the Effective Time, and use all reasonable efforts to keep the Public Shelf Registration Statement (as defined in the Merger Agreement) effective until the earliest to occur of: (i) such date as all of the Registrable Securities have been resold, (ii) such time as all of the Registrable Securities can be resold pursuant to Rule 144(k) under the Securities Act and (iii) the third anniversary of the Effective Time. (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during such period in accordance with the Registration Statement and to keep intended methods of disposition by the sellers thereof set forth in such Registration Statement effective until the expiration of the Effectiveness Periodregistration statement; (c) promptly furnish to the Purchaser each Holder and each underwriter, if any, of Registrable Securities covered by such registration statement such number of copies of such registration statement, each amendment and supplement thereto (in each case including all financial statements, schedules and exhibits thereto), the Registration Statement and the Prospectus prospectus included therein in such registration statement (including each preliminary Prospectus) prospectus), in conformity with the requirements of the Securities Act, copies of any correspondence with the SEC or its staff relating to the registration statement and such other documents as the Purchaser any Holder or underwriter may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered by the Registration StatementSecurities; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the securities or "blue sky" sky laws of such jurisdictions within as any Holder or each underwriter, if any, reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder and each underwriter, if any, to consummate the United States as disposition in such jurisdictions of the Purchaser may reasonably request, provided, however, Registrable Securities; provided that the Company shall Public will not for any such purpose be required to (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction or to (iii) consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser selling Holders (the facts prompting which notification the selling Holders shall keep confidential) at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge comes to Public's attention if as a result of which such event the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, and Public will promptly prepare and furnish to the selling Holders a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the circumstances then existing; andstatements therein not misleading; (f) use its best efforts to prevent the issuance of and obtain the withdrawal of any stop order suspending the effectiveness of a registration statement relating to the Registrable Securities or of any order preventing or suspending the use of any preliminary or final prospectus at the earliest practicable moment; (g) if requested by the managing underwriter or underwriters or any Holder, immediately incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriters and each applicable selling Holder agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post- effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; (h) cooperate with the Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request prior to any sale of the Registrable Securities to the underwriters; (i) use its best efforts to cause all such Registrable Securities to be listed on a national securities exchange or quotation system, and on each securities exchange or quotation system on which similar securities issued by Public are then listed, and enter into such customary agreements including a listing application and indemnification agreement in customary form, provided that the applicable listing requirements are satisfied, and to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement no later than the effective date of such registration statement; (j) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as a selling Holder or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including customary indemnification and supporting Holders' efforts to execute block trades with institutional buyers, including without limitation, making appropriate members of senior management of Public available (subject to consulting with them in advance as to schedule) for customary participation in telephonic, in-person conferences or "road show" presentations to potential investors; (k) make available for inspection by the Purchaser selling Holders, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any Holder or underwriter (collectively, the Purchaser"Inspectors"), all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the CompanyPublic and its subsidiaries, if any, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyPublic's and its subsidiaries' officers, directors and employees to supply all publicly available, non-confidential information and respond to all inquiries reasonably requested by any such Inspector in connection with such registration statement; (l) use its best efforts to obtain (i) an opinion or opinions of counsel to Public and (ii) a "cold comfort" letter or letters from Public's independent public accountants in customary form and covering such matters of the attorneytype customarily covered by opinions and "cold comfort" letters as the selling Holders or the underwriter requests; (m) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, accountant and make available to its security holders, within the required time periods, an earnings statement covering a period of at least twelve months, beginning with the first month after the effective date of the registration statement (as the term "effective date" is defined in Rule 158(c) under the Securities Act), which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder or any successor provisions thereto; (n) promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after initial filing of the registration statement), provide copies of such document to counsel to the selling Holders and to the managing underwriters, if any, make Public's representatives available for discussion of such document and give due consideration to changes in such document prior to the filing thereof as counsel for the selling Holders may propose; (o) promptly notify the selling Holders, counsel for the selling Holders and the managing underwriter or agent, (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of the receipt of any comments from the SEC, (iii) of any request of the SEC to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes; (p) cooperate with the selling Holders and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with or any other securities exchange and/or the NASD; (q) in the case of a Public Shelf Registration Statement, upon the occurrence or any event contemplated by clause (e) above, prepare and file with the SEC a post-effective amendment to the Public Shelf Registration Statement or a supplement to the prospectus or any other required document so that, as thereafter delivered to the purchasers of the Purchasersecurities being sold thereunder, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (r) in the case of a Public Shelf Registration Statement, promptly notify the selling Holders, counsel for the selling Holders and any managing underwriter or agent and confirm the notice in writing, (i) when the Public Shelf Registration Statement, or any post-effective amendment to the Public Shelf Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of the receipt of any comments from the SEC, (iii) of any request of the SEC to amend the Public Shelf Registration Statement or amend or supplement the prospectus or for additional information, (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the Public Shelf Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Public Shelf Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes and (v) of Public's reasonable determination that a post-effective amendment to the Public Shelf Registration Statement would be appropriate. It shall be a condition precedent to the obligation of Public to take any action pursuant to this Agreement in respect of the Registrable Securities which are to be registered at the request of any Holder that such Holder shall furnish to Public such information regarding the Registrable Securities held by such Holder and the intended method of disposition thereof as Public shall reasonably request in connection with such registration. Each Holder agrees that, upon receipt of any notice from Public of the happening of any event of the kind described in Section 5(e) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder receives the copies of the prospectus supplement or amendment contemplated by Section 5(e) hereof, and, if so directed by Public, such Holder will deliver to Public (at Public's expense) all copies, other than permanent file copies, then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event Public shall give any such notice, the period mentioned in Section 5(b) hereof shall be extended by the greater of (i) three months or (ii) the number of days during the period from and including the date of the giving of such notice pursuant to Section 5(e) hereof to and including the date when such Holder shall have received the copies of the prospectus supplement or amendment contemplated by Section 5(e) hereof.

Registration Procedures. If and whenever a Holder has requested that any Registrable Securities be registered pursuant to this Agreement under Article I, and subject to the limitations set forth in this Agreement, the Company is required by the provisions hereof will use its commercially reasonable efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the Securities Actintended method of disposition thereof, and pursuant thereto the Company will, as expeditiously as possible: (a) if the Registration Statement is not automatically effective upon filing, use commercially reasonable efforts to cause such Registration Statement to become effective; (b) notify such Holder, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed; (c) after the Registration Statement becomes effective, notify such Holder of any request by the SEC that the Company amend or supplement such Registration Statement or Prospectus; (d) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the any Prospectus used in connection therewith as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and for the period required to keep such Registration Statement effective until effect the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition distribution of the Registrable Securities covered by the Registration Statementas set forth in Article I hereof; (de) to the extent necessary to properly sell any Registrable Securities, furnish to such Holder such numbers of copies of a Prospectus, including a preliminary Prospectus, as required by the Securities Act, and such other documents as such Holder may reasonably request in order to facilitate its disposition of its Registrable Securities; (f) use its commercially reasonable efforts to register or and qualify the Purchaser's Registrable Securities covered by the Registration Statement under the such other securities or "blue sky" laws sky Laws of such jurisdictions within the United States as the Purchaser may shall be reasonably request, requested by such Holder; provided, however, that the Company shall not for any such purpose be required in connection therewith or as a condition thereto to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not so qualified or to file a general consent to general service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, or subject itself to taxation in any such jurisdiction, unless the Company is already subject to taxation in such jurisdiction; (eg) list the use its commercially reasonable efforts to cause all such Registrable Securities covered to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar equity securities issued by the Registration Statement with any securities exchange on which the Common Stock of the Company is are then listed; (fh) immediately provide a transfer agent and registrar for the Registrable Securities and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of the Registration Statement; (i) use its commercially reasonable efforts to furnish, on the date that shares of Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (j) if requested by such Holder, cooperate with such Holder and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable Law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as such Holder or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such Registration Statement a supply of such certificates; (k) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by the Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (l) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by such Holder, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney or accountant or other agent retained by any such underwriter or selected by such Holder, all financial and other records, pertinent corporate documents, and properties of the Company (collectively, “Records”), and use commercially reasonable efforts to cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by such Holder, an underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies such Holder are confidential shall not be disclosed by such Holder unless the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by applicable Law. Such Holder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates (other than with respect to such Holder’s due diligence) unless and until such information is made generally available to the public, and further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (m) in the event of the issuance of any stop order suspending the effectiveness of such Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (n) promptly notify the Purchaser such Holder at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained included in such the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus, or a revised Prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such Prospectus shall not include 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 light of the circumstances then existingunder which they were made (following receipt of any supplement or amendment to any Prospectus, such Holder shall deliver such amended, supplemental or revised Prospectus in connection with any offers or sales of Registrable Securities, and shall not deliver or use any Prospectus not so supplemented, amended or revised); and (go) make available for inspection by take all such other actions as are reasonably necessary in order to facilitate the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties disposition of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasersuch Registrable Securities.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable commercial efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each the preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable commercial efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) Within 120 days after the issuance of the Note, Borrower shall prepare and file or cause to be filed with the Commission SEC a registration statement (the Registration Statement "REGISTRATION STATEMENT") with respect to such Registrable Securitiesthe shares of Common Stock underlying the Warrants (collectively, respond as promptly as possible to any comments received from the Commission, and "REGISTRABLE SHARES"). Borrower shall thereafter use its best efforts diligence in attempting to cause the Registration Statement to become be declared effective by the SEC and remain shall thereafter use reasonable efforts to maintain the effectiveness of the Registration Statement until the earlier to occur of (i) the date which is one year from the effective for date of the Effectiveness Period with respect theretoRegistration Statement, (ii) the date on which all of the Warrants and promptly provide Registrable Shares are no longer held by Lender or (iii) the date on which no warrants are held by Lender and the Registrable Shares held by Lender can be resold pursuant to the Purchaser copies of all filings and Commission letters of comment relating thereto;Rule 144. (b) Following effectiveness of the Registration Statement, Borrower shall furnish to Lender a prospectus as well as such other documents as Lender may reasonably request. (c) Borrower shall use reasonable efforts to (i) register or otherwise qualify the Registrable Shares for sale under the securities laws of such jurisdictions as Lender may reasonably request, (ii) prepare and file with the Commission in those jurisdictions such amendments (including post-effective amendments) and supplements to the Registration Statement and the Prospectus used in connection therewith as may be required, (iii) take such other actions as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of maintain such registrations and/or qualifications in effect at all Registrable Securities covered by times while the Registration Statement is likewise maintained effective and (iv) take all other actions reasonably necessary or advisable to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of qualify the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of Shares for sale in such jurisdictions within the United States as the Purchaser may reasonably request, jurisdictions; provided, however, that the Company Borrower shall not for any such purpose be required to qualify generally to transact business in connection therewith or as a foreign corporation condition thereto to (I) qualify to do business in any jurisdiction where it is would not so qualified or otherwise be required to qualify but for this SECTION 9(C), (II) subject itself to general taxation in any such jurisdiction, (III) file a general consent to general service of process in any such jurisdiction;, (IV) provide any undertakings that cause more than nominal expense or burden to Borrower or (V) make any change in its certificate of incorporation or bylaws, which in each case the Board of Directors of Borrower determines to be contrary to the best interests of Borrower and its stockholders. (ed) list the Registrable Securities covered by Borrower shall, following effectiveness of the Registration Statement with Statement, as promptly as practicable after becoming aware of any securities exchange on which the Common Stock of the Company is then listed; (f) immediately such event, notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, Lender of the happening of any event of which the Company Borrower has knowledge knowledge, as a result of which the Prospectus contained prospectus included in such the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made, not misleading, and use reasonable efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and deliver a number of copies of such supplement or amendment to Lender or as Lender may reasonably request. Borrower may voluntarily suspend the effectiveness of such Registration Statement for a limited time, which in no event shall be longer than 90 days, if Borrower has been advised by legal counsel that the offering of Common Stock pursuant to the Registration Statement would adversely affect, or would be improper in view of (or improper without disclosure in a prospectus), a proposed financing, a reorganization, recapitalization, merger, consolidation, or similar transaction involving Borrower or its subsidiaries, and, during such suspension, Lender and its affiliates shall not sell or otherwise dispose for value any Registered Shares, in which event the one year period referred to in clause (i) of SECTION 9(A) shall be extended for an additional period of time beyond such one year period for an additional period of time equal to the number of days the effectiveness thereof has been suspended pursuant to this sentence. (e) Following effectiveness of the Registration Statement, Borrower, as promptly as practicable after becoming aware of any such event, will notify Lender of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time. (f) Following effectiveness of the Registration Statement, Borrower will use reasonable efforts either to (i) cause all the Registrable Shares to be listed on each national securities exchange on which similar securities issued by Borrower are then existing; andlisted, if any, if the listing of the Registrable Shares is then permitted under the rules of such exchange, or (ii) secure the quotation of the Registrable Shares on the Nasdaq Stock Market, Inc. ("NASDAQ"), if the listing of the Registrable Shares is then permitted under the rules of Nasdaq, or (iii) if, despite Borrower's reasonable efforts to satisfy the preceding clause (i) or (ii), Borrower is unsuccessful in satisfying the preceding clause (i) or (ii) and without limiting the generality of the foregoing, to use reasonable efforts to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. as such with respect to such Common Stock. (g) Provide a transfer agent and registrar, which may be a single entity, for the Registrable Shares not later than the effective date of the Registration Statement. (h) It shall be a condition precedent to the obligations of Borrower to take any action pursuant to this SECTION 9 that Lender shall furnish to Borrower such information regarding itself as Borrower may reasonably request to effect the registration of the Registrable Shares and shall execute such documents in connection with such registration as Borrower may reasonably request. (i) Lender agrees to cooperate with Borrower in any manner reasonably requested by Borrower in connection with the preparation and filing of the Registration Statement hereunder. (j) Lender agrees that, upon receipt of any notice from Borrower of the happening of any event of the kind described in SECTION 9(D) or 9(E), Lender will immediately discontinue disposition of Shares pursuant to the Registration Statement until Lender receives notice from Borrower that sales may resume and copies of the supplemented or amended prospectus and, if so directed by Borrower, shall deliver to Borrower (at the expense of Borrower) or destroy (and deliver to Borrower a certificate of destruction) all copies in Lender's possession of the prospectus covering the Registrable Shares current at the time of receipt of such notice. (k) All expenses, other than (i) underwriting discounts and commissions, (ii) other fees and expenses of investment bankers and (iii) brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to this SECTION 9, including, without limitation, all registration, listing and qualification fees, printers and accounting fees and the fees and disbursements of counsel to Borrower, shall be borne by Borrower. (l) To the extent permitted by law, Borrower will indemnify and hold harmless Lender, the directors, if any, of Lender, the officers, if any, of Lender, each person, if any, who controls Lender within the meaning of the Securities Act or the Exchange Act, any underwriter (as defined in the Securities Act) for Lender, the directors, if any, of such underwriter and the officers, if any, of such underwriter, and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Exchange Act (each, an "INDEMNIFIED PERSON"), against any losses, claims, damages, expenses or liabilities (joint or several) (collectively, "CLAIMS") to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations in the Registration Statement, or any post effective amendment thereof, or any prospectus included therein: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post effective amendment thereof or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if Borrower files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation by Borrower of the Securities Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (the matters in the foregoing clauses (i) through (iii) are hereinafter collectively referred to as the "VIOLATIONS"). Subject to the restrictions set forth in SECTION 9(N) with respect to the number of legal counsel, Borrower shall reimburse Lender and each such underwriter or controlling person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnity contained in this SECTION 9(L) (I) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to Borrower by any Indemnified Person or underwriter for such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (II) with respect to any preliminary prospectus shall not inure to the benefit of any person from whom the person asserting any Claim purchased the Restricted Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, if such final prospectus was timely made available by Borrower; (III) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of Borrower, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Restricted Securities by Lender; and (IV) shall not apply to a Claim arising out of or based upon the failure of an Indemnified Person to deliver a final prospectus to purchasers of Registrable Securities if Borrower provided such final prospectus to the Indemnified Person. (m) Lender agrees to indemnify and hold harmless, to the same extent and in the same manner set forth in SECTION 9(L), Borrower, each of its directors, each of its officers who signs the Registration Statement, each person, if any, who controls Borrower within the meaning of the Securities Act or the Exchange Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such stockholder or underwriter within the meaning of the Securities Act or the Exchange Act (each such person and each Indemnified Person, an "INDEMNIFIED PARTY"), against any Claim to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim arises out of or is based upon any Violation by Lender, in each case to the extent (and only to the extent) that (I) such Violation occurs in reliance upon and in conformity with written information furnished to Borrower by Lender expressly for inspection use in connection with such Registration Statement or such prospectus or (II) is a result of the breach of federal or state securities laws pertaining to the transfer by Lender of the Restricted Securities or the securities underlying the Restricted Securities; and Lender will reimburse any reasonable legal or other expenses reasonably incurred by any Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity contained in this SECTION 9(M) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of Lender, which consent shall not be unreasonably withheld; provided, further, that Lender shall be liable under this SECTION 9(M) for only that amount of a Claim as does not exceed the net proceeds to Lender as a result of the sale of Shares pursuant to such Registration Statement or such prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Restricted Securities (or underlying securities) by Lender. Notwithstanding anything to the contrary contained herein the indemnity contained in this SECTION 9(M) with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented. (n) Promptly after receipt by an Indemnified Person or Indemnified Party under SECTION 9(L) or 9(M) of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is made against any indemnifying party under this SECTION 9, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, assume control of the defense thereof with counsel mutually satisfactory to the indemnifying parties; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel, with the fees and expenses to be paid by the Purchaser and any attorneyindemnifying party, accountant or other agent if, in the reasonable opinion of counsel retained by the Purchaserindemnifying party, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties the representation by such counsel of the CompanyIndemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential conflicts of interest between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. Except as provided in the preceding sentence, and cause Borrower shall pay for only one separate legal counsel for the Company's officers, directors and employees Indemnified Persons. The failure to supply all publicly available, non-confidential information reasonably requested by deliver written notice to the attorney, accountant or agent indemnifying party within a reasonable time of the Purchasercommencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this SECTION 9, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnity required by this SECTION 9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) if required under applicable securities law, use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto;; 3 ------------------------------------------------------------------------------------------------------- (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the applicable Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the applicable Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Rights Agreement 4 Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. In connection with the Company's obligations under this Agreement, each Holder shall furnish to the Company such information regarding such Holder and the distribution and/or sale proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any Registration Statement to be filed pursuant to this Agreement.

Registration Procedures. (a) If and whenever the Company is required by the provisions hereof of this Agreement to use its commercially reasonable efforts to effect the registration of any Registrable Securities Shares under the Securities Act, the Company will, as expeditiously as possible: shall: (ai) prepare and promptly file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its best commercially reasonable efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide as soon as practicable; (ii) use its commercially reasonable efforts to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to keep the Registration Statement and effective for 90 days from the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of effective date or such lesser period until all such Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; Shares are sold; (ciii) promptly furnish to the Purchaser such number of copies a copy of the Registration Statement and the Prospectus included therein (Prospectus, including each any preliminary Prospectus) , in conformity with the requirements of the Securities Act, and such other documents as the Purchaser may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by the Registration Statement; Shares; and (div) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Registration Statement under the securities or "blue sky" Blue Sky laws of such jurisdictions within states of the United States as the Purchaser may shall reasonably request, ; provided, however, that the Company shall not for any such purpose be required in connection with this paragraph (iv) to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to execute a general consent to general service of process in any such jurisdiction; (e) list jurisdiction or to amend its Certificate of Incorporation or By-laws in a manner that the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock Board of Directors of the Company determines is then listed;inadvisable. (fb) immediately notify If the Company has delivered a Prospectus to the Purchaser at any time when a and, after having done so, the Prospectus relating thereto is required amended to be delivered under comply with the requirements of the Securities Act, the Company shall promptly notify the Purchaser and, if requested, the Purchaser shall immediately cease making offers of Registrable Shares and return all Prospectuses to the Company. The Company shall promptly provide the Purchaser with revised Prospectuses and, following receipt of the happening of any event of which revised Prospectuses, the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits Purchaser shall be free to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light resume making offers of the circumstances then existing; andRegistrable Shares. (gc) make available for inspection by In the Purchaser and any attorneyevent that, accountant or other agent retained by in the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties judgment of the Company, it is advisable to suspend use of a Prospectus included in a Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and cause as to which the Company believes public disclosure would be detrimental to the Company's officers, directors and employees the Company shall notify the Purchaser to supply all publicly availablesuch effect, non-confidential information reasonably requested and, upon receipt of such notice, the Purchaser shall immediately discontinue any sales of Registrable Shares pursuant to such Registration Statement until the Purchaser has received a copy of a supplemented or amended Prospectus or until the Purchase is advised in writing by the attorneyCompany that the then current Prospectus may be used and has received a copy of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything to the contrary herein, accountant the Company shall not exercise its rights under this Section 2.2(c) to suspend sales of Registrable Shares for a period in excess of 60 days consecutively or agent of the Purchaser120 days in any 365-day period.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) upon prior notice and during regular business hours, make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any the Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: : (a) prepare and file with the Commission the Registration Statement SEC a registration statement with respect to such Registrable Securitiessecurities, respond as promptly as possible respond to any comments received from the Commission, SEC and use its best efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect theretoperiod of the distribution contemplated thereby (determined as herein provided), and promptly provide to the Purchaser copies of all filings and Commission SEC letters of comment relating thereto; comment; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement and registration statement to keep such Registration Statement registration statement effective until in accordance with the expiration provisions of the Effectiveness Period; Section 2(a) hereof; (c) furnish to the Purchaser such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities securities covered by the Registration Statement; such registration statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement such registration statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably requestPurchaser, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; ; (e) list the Registrable Securities covered by the Registration Statement such registration statement with any securities exchange on which the Common Stock of the Company is then listed; ; (f) immediately notify the Purchaser at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. 4.

Registration Procedures. If and whenever the Company is required by the provisions of Section 3 hereof to effect the a registration of any Registrable Securities under the Securities Act, the Company will, at its expense, as expeditiously as possiblepracticable and in no event later than thirty (30) days after the date upon which KNC requests registration of the Registrable Securities: (a) In accordance with the Securities Act and the rules and regulations of the Commission, prepare and file with the Commission the a Registration Statement in the form of registration statement appropriate with respect to such the Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities for resale and use its best efforts to cause the such Registration Statement to become and remain continuously effective for until the Effectiveness Period earlier of (i) the date all of the Registrable Securities covered by such Registration Statement have been sold in accordance with respect theretothe intended method of KNC set forth in such Registration Statement, or (ii) nine (9) months following the date upon which such Registration Statement is declared effective, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments to such Registration Statement and supplements to the Registration Statement and the Prospectus used in connection therewith contained therein as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until and such Registration Statement and Prospectus accurate and complete during such period; (b) If the expiration offering is to be underwritten, in whole or in part, enter into a written underwriting agreement in customary form with KNC and the underwriter(s), in form and substance reasonably satisfactory to the managing underwriter of the Effectiveness Periodpublic offering and KNC; (c) furnish Furnish to KNC and to the Purchaser underwriters, if any, of the Common Stock being registered, such reasonable number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) and such other documents as the Purchaser such underwriters and KNC may reasonably may request in order to facilitate the public sale or disposition offering of the Registrable Securities covered by the Registration StatementCommon Stock; (d) use Use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Common Stock covered by the such Registration Statement under the such state securities or "blue sky" sky laws of such jurisdictions within as KNC and the United States as the Purchaser underwriters may reasonably request, provided, however, that the Company shall not for be obligated to file any such purpose be required general consent to service of process or to qualify generally to transact business as a foreign corporation in any jurisdiction where in which it is not so qualified or to consent subject itself to general service of process taxation in connection with any such jurisdictionregistration or qualification of such Common Stock; (e) list Promptly notify KNC, after it shall receive notice thereof, of the Registrable Securities covered by the date and time when such Registration Statement with and each post-effective amendment thereto has become effective or a supplement to any securities exchange on which the Common Stock Prospectus forming a part of the Company is then listedsuch Registration Statement has been filed; (f) immediately Promptly notify KNC of any request by the Purchaser Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information; (g) Prepare and file with the Commission, promptly upon the request of KNC, the Registration Statement and any amendments or supplements to such Registration Statement or Prospectus which, in the reasonable opinion of counsel for KNC or counsel for the managing underwriter in connection with an underwritten public offering, is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the Common Stock by KNC or to otherwise comply with the requirements of the Securities Act and such rules and regulations; (h) Prepare and promptly file with the Commission and promptly notify KNC of the filing of such amendments or supplements to such Registration Statement or Prospectus as may be necessary to correct any statements or omissions if, at any the time when a Prospectus relating thereto to such Common Stock is required to be delivered under the Securities Act, of the happening of any event of which has occurred as the Company has knowledge as a result of which the any such Prospectus contained in such Registration Statement, or any other Prospectus as then in effect, includes effect may include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading; (i) Advise KNC, promptly after it shall receive notice or obtain knowledge thereof, of the circumstances then existingissuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) Cooperate with KNC and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates representing Common Stock to be sold and not bearing any restrictive legends; and enable such Common Stock to be in such denominations and registered in such names as the managing underwriter may request at least three (3) business days prior to any sale of Common Stock to the underwriters; (k) Enter into such customary agreements (including an underwriting agreement) and take all such other reasonable actions in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities, and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration: (i) make such representations and warranties to KNC and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings; (ii) if an underwriting agreement is entered into, the same shall set forth in full the indemnification provisions and procedures of Section 9 hereof with respect to all parties to be indemnified pursuant to said Section; and (giii) make the Company shall deliver such documents and certificates as may be reasonably requested by KNC and the managing underwriter, if any, to evidence compliance with the terms of this Section 5 and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder. (l) Make available for inspection by the Purchaser a representative of KNC and any attorneyunderwriter participating in any disposition pursuant to a Registration Statement, and any attorney or accountant or other agent retained by the PurchaserKNC or such underwriter, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any such representative, underwriter, attorney or accountant in connection with the attorney, accountant or agent preparation of the PurchaserRegistration Statement; provided, however, that any records, information or documents that are designated by the Company in writing as confidential shall be kept confidential by such persons unless disclosure of such records, information or documents is required by law, court or administrative order; (m) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to the Company's security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any twelve (12) month period (or ninety (90) days, if such a period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Common Stock is sold to underwriters in an underwritten offering or, if not sold to underwriters in such an offering, (ii) beginning with the first month of the Company's first fiscal quarter commencing after the effective date of a Registration Statement; (n) Not file any amendment or supplement to the Registration Statement or Prospectus to which KNC has objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least three (3) business days prior to the filing thereof unless the Company shall have obtained an opinion of counsel that such amendment is required under the Securities Act or the rules or regulations adopted thereunder in connection with the distribution of Common Stock by the Company or KNC; provided, however, that the failure of KNC or its counsel to review or object to any amendment or supplement to the Registration Statement or Prospectus shall not affect the rights of KNC or any controlling person or persons thereof or any underwriter or underwriters therefor under Section 9 hereof.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the -------- Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. (a) If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities Shares under the Securities Act, the Company will, as expeditiously as possibleshall: (ai) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto120 days; (bii) as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to keep the Registration Statement effective for a period of not less than 120 days from the effective date and comply with the provisions of the Securities Act applicable to the Company with respect to the disposition of all Registrable Securities Shares covered by the Registration Statement and to keep such Registration Statement effective until in accordance with the expiration sellers' intended method of the Effectiveness Perioddisposition set forth in such Registration Statement for such period; (ciii) as expeditiously as possible furnish to the Purchaser each selling holder of Registrable Shares such number reasonable numbers of copies of the Registration Statement and the Prospectus included therein (prospectus, including each a preliminary Prospectus) prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Purchaser selling holder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered Shares owned by the Registration Statement;such selling holder; and (div) as expeditiously as possible use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Registration Statement under the securities or "blue skyBlue Sky" laws of such jurisdictions within the United States states as the Purchaser may each selling holder of Registrable Shares shall reasonably request, and do any and all other acts and things that may be necessary or desirable to enable each such selling holder of Registrable Shares to consummate the public sale or other disposition in such states of the Registrable Shares owned by such selling holder; provided, -------- however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign ------- corporation in any jurisdiction where it is not so qualified or to execute a general consent to general service of process in any such jurisdiction;. (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (fv) immediately notify the Purchaser each seller of Registrable Shares and each underwriter under such Registration Statement, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, Statement as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (vi) if the offering is underwritten and at the request of any seller of Registrable Shares, use its best efforts to furnish on the date that Registrable Shares are delivered to the underwriters for sale pursuant to such registration: (A) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such Registration Statement has become effective under the Securities Act and that (1) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (2) the Registration Statement' the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or schedules or other financial or statistical data contained therein) and (3) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel and (B) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the Registration Statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request; and (gvii) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchasereach seller of Registrable Shares, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any such seller, in connection with such Registration Statement. (b) If the attorney, accountant Company has delivered preliminary or agent final prospectuses to the selling holders of Registrable Shares and after having done so the prospectus is amended to comply with the requirements of the PurchaserSecurities Act, the Company shall immediately notify such selling holders and, if requested, such selling holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Company. The Company shall promptly provide all selling holders of Registrable Shares with revised prospectuses and, following receipt of the revised prospectuses, the selling holders shall be free to resume making offers of the Registrable Shares. The Company shall be obligated to keep the Registration Statement effective for a period of additional days equal to the number of days during which the holders were required to cease making offers pursuant to this paragraph.

Registration Procedures. If and whenever In connection with the Company is required by filing of the provisions hereof Shelf Registration Statement pursuant to effect the registration of any Registrable Securities under the Securities ActSection 2 hereof, the Company willshall effect such registrations to permit the sale of the securities covered thereby in accordance with the intended method or methods of disposition thereof, as expeditiously as possibleand pursuant thereto and in connection with the Shelf Registration Statement filed by the Company hereunder, the Company shall: (a) prepare Prepare and file with the Commission the Shelf Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commissionprescribed by Section 2 hereof, and use its best efforts to cause the Shelf Registration Statement to become effective and remain effective for as provided herein; provided, however, that, before filing the Effectiveness Period with respect Shelf Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall furnish to and promptly provide afford the Holders of the Registrable Notes covered by the Shelf Registration Statement, their counsel (if such counsel is known to the Purchaser Company) and the managing underwriter or underwriters (if any), a reasonable opportunity to review copies of all filings and Commission letters such documents proposed to be filed. The Company shall not file the Shelf Registration Statement or Prospectus or any amendments or supplements thereto if the Holders of comment relating thereto;a majority in aggregate principal amount of the Registrable Notes covered by the Shelf Registration Statement shall reasonably object on a timely basis; provided, that if such Holders unreasonably object to such filing, the failure to timely file such Shelf Registration Statement or Prospectus or any amendments or supplements thereto shall not give rise to a Registration Default. (b) prepare Prepare and file with the Commission such amendments and supplements post-effective amendments to the Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Shelf Registration Statement continuously effective for the Effectiveness Period; cause the related Prospectus to be supplemented by any prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by securities pursuant to the Shelf Registration Statement as so amended or in such Prospectus as so supplemented and with respect to keep such the subsequent resale of any securities, in each case, in accordance with the intended methods of distribution set forth in the Shelf Registration Statement effective until the expiration of the Effectiveness Period;as so amended or Prospectus as so supplemented. (c) furnish to Amend the Purchaser such number of copies of the Shelf Registration Statement and supplement the Prospectus included therein promptly, and in any event within five (including each preliminary Prospectus5) as Business Days after the Purchaser reasonably may request Company files with or submits to facilitate the public sale Commission a current or disposition of periodic report (unless the Registrable Securities covered Company is then eligible to have such report incorporated by the Registration Statement;reference). (d) Notify the selling Holders of Registrable Notes, their counsel (if such counsel has been identified in writing to the Company) and the managing underwriter or underwriters (if any), as promptly as possible, and, if requested by any such Person, confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Shelf Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act (including in such notice a written statement that any Holder may, upon request, obtain, at the sole expense of the Company, one conformed copy of the Shelf Registration Statement or post-effective amendment including financial statements and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of the Shelf Registration Statement or any of the Registrable Notes for offer or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (iv) of the happening of any event, the existence of any condition or any information becoming known to the Company that requires any amendments or supplements to the Shelf Registration Statement or the Prospectus or documents so that, following such amendment or supplement, in the case of the Shelf Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (v) of the Company’s determination that a post-effective amendment to the Shelf Registration Statement would be appropriate. (e) Use its best efforts to prevent the issuance of any order suspending the effectiveness of the Shelf Registration Statement or of any order preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Notes for sale in any jurisdiction, and, if any such order is issued, to use its commercially reasonable best efforts to obtain the withdrawal of any such order at the earliest practicable time. (f) If reasonably requested by the managing underwriter or underwriters (if any), or the Holders of a majority in aggregate principal amount of the Registrable Notes covered by the Shelf Registration Statement promptly amend or supplement the Shelf Registration Statement or Prospectus to include such information regarding the plan of distribution or related matters as the managing underwriter or underwriters (if any) or such Holders (based upon advice of counsel), determine is reasonably necessary to be included therein; provided, however, that the Company shall not be required to take any action hereunder that would, in the written judgment of counsel to the Company, violate applicable laws. (g) Furnish to each selling Holder of Registrable Notes who so requests in writing, their counsel (if such counsel has been identified in writing to the Company) and each managing underwriter or underwriters (if any), at the sole expense of the Company, one conformed copy of the Shelf Registration Statement and each post-effective amendment thereto, including financial statements and schedules, and, if requested, all documents incorporated or deemed to be incorporated therein by reference and all exhibits promptly after the filing of such documents with the Commission. (h) Deliver to each selling Holder of Registrable Notes, their respective counsel, and the managing underwriter or underwriters (if any), at the sole expense of the Company, as many copies of the Prospectus or Prospectuses (including each form of preliminary prospectus) and each amendment or supplement thereto as such Persons may reasonably request; and, subject to this Section 4, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Notes and the managing underwriter or underwriters (if any) or agents, if any, and dealers (if any), in connection with the offering and sale of the Registrable Notes pursuant to such Prospectus and any amendment or supplement thereto. (i) Prior to any public offering of Registrable Notes or any delivery of a Prospectus contained in the Shelf Registration Statement, use its best efforts to register or qualify qualify, and to cooperate with the Purchaser's selling Holders of Registrable Securities covered by Notes, the Registration Statement managing underwriter or underwriters (if any), and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Notes, for offer and sale under the securities or "blue sky" sky laws of such jurisdictions within the United States as any selling Holder or the Purchaser may managing underwriter or underwriters (if any) reasonably request, requests in writing; provided, however, that (i) where Registrable Notes are offered other than through an underwritten offering, the Company agrees to use its best efforts to cause the Company’s counsel to perform blue sky investigations and file registrations and qualifications required to be filed pursuant to this Section 4(i), and (ii) the Company shall not for any such purpose be required to register or qualify generally the Notes in any jurisdiction where such registration or qualification would require the Company or any Guarantor to transact qualify to do business as a foreign corporation in in, to become subject to taxation in, or to consent to general service or process in, any jurisdiction where it is not at the time required to so qualified qualify or subject to consent to general such taxation or service of process in any or process; keep each such jurisdiction; registration or qualification (eor exemption therefrom) list effective during the Registrable Securities covered by period the Shelf Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under kept effective hereunder and do any and all other acts or things reasonably necessary or advisable to enable the Securities Actdisposition in such jurisdictions of such Registrable Notes pursuant to the Shelf Registration Statement. (j) Cooperate with the selling Holders of Registrable Notes and the managing underwriter or underwriters (if any), to facilitate the timely preparation and delivery of certificates representing Registrable Notes to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with DTC; and enable such Registrable Notes to be in such authorized denominations and registered in such names as the managing underwriter or underwriters (if any), or selling Holders may request at least five (5) Business Days prior to any sale of such Registrable Notes. (k) Use its best efforts to cause the Registrable Notes covered by the Shelf Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary to enable the seller or sellers thereof or the managing underwriter or underwriters (if any), to consummate the disposition of such Registrable Notes within the United States, except as may be required solely as a consequence of the happening nature of such selling Holder’s business, in which case the Company will cooperate in all reasonable respects with the filing of the Shelf Registration Statement and the granting of such approvals. (l) Upon the occurrence of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statementcontemplated by Section 4(d)(iv) or Section 4(d)(v) hereof, as then in effectpromptly as practicable prepare and (subject to Section 4(a) and the penultimate paragraph of this Section 4) file with the Commission, includes at the sole expense of the Company, a supplement or post-effective amendment to the Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Notes being sold thereunder or to the purchasers of the Registrable Notes to whom such Prospectus will be delivered, any such Prospectus will not contain an untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing; andunder which they were made, not misleading. (gm) Prior to the effective date of the Shelf Registration Statement relating to the Registrable Notes, (i) provide the Trustee with certificates for the Registrable Notes in a form eligible for deposit with DTC and (ii) provide a CUSIP number for the Registrable Notes. (n) In connection with any underwritten offering of Registrable Notes pursuant to the Shelf Registration Statement, enter into an underwriting agreement as is customary in underwritten offerings of debt securities similar to the Registrable Notes and take all such other actions as are reasonably requested by the managing underwriter or underwriters (if any) in order to expedite or facilitate the disposition of such Registrable Notes and, in such connection, (i) make such representations and warranties to, and covenants with, the managing underwriter or underwriters (if any) with respect to the business of the Company and its subsidiaries, as then conducted (including any acquired business, properties or entity, if applicable), and the Shelf Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to the managing underwriter or underwriters (if any) in underwritten offerings of debt securities similar to the Registrable Notes, and confirm the same in writing if and when reasonably requested; (ii) use its best efforts to obtain the written opinions of counsel to the Company and written updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters (if any), addressed to the managing underwriter or underwriters (if any) covering the matters customarily covered in opinions requested in underwritten offerings; (iii) use its best efforts to obtain customary “cold comfort” letters and updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters (if any) from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included or incorporated by reference in the Shelf Registration Statement), addressed (where reasonably possible) to each of the managing underwriter or underwriters (if any) such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings; and (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the managing underwriter or underwriters (if any) than those set forth in Section 6 hereof (or such other provisions and procedures acceptable to Holders of a majority in aggregate principal amount of Registrable Notes covered by the Shelf Registration Statement and the managing underwriter or underwriters (if any)) with respect to all parties to be indemnified pursuant to said section; provided that the Company shall not be required to provide indemnification to any managing underwriter or underwriters (if any) selected in accordance with the provisions of Section 8 hereof with respect to information relating to such managing underwriter or underwriters (if any) furnished in writing to the Company by or on behalf of such managing underwriter or underwriters (if any) expressly for inclusion in the Shelf Registration Statement. The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder. (o) Make available for inspection by any selling Holder of such Registrable Notes being sold, the Purchaser managing underwriter or underwriters (if any) participating in any such disposition of Registrable Notes, if any, and any attorney, accountant or other agent retained by any such selling Holder or managing underwriter or underwriters (if any) (collectively, the Purchaser“Inspectors”), at the offices where normally kept, during reasonable business hours, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties instruments of the CompanyCompany and its subsidiaries (collectively, the “Records”) as shall be reasonably requested by the Inspectors to enable them to exercise any applicable due diligence responsibilities, and cause the Company's officers, directors and employees of the Company and its subsidiaries to supply all publicly available, non-confidential information reasonably requested by any such Inspector in connection with the attorney, accountant or agent of Shelf Registration Statement and Prospectus. Each Inspector shall agree in writing with the Purchaser.Company that it will keep the Records and a

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) Within 120 days after the issuance of the Note, Borrower shall prepare and file or cause to be filed with the Commission SEC a registration statement (the Registration Statement "REGISTRATION STATEMENT") with respect to such Registrable Securitiesthe Lender Stock and the shares of Common Stock underlying the Warrants (collectively, respond as promptly as possible to any comments received from the Commission, and "REGISTRABLE SHARES"). Borrower shall thereafter use its best efforts diligence in attempting to cause the Registration Statement to become be declared effective by the SEC and remain shall thereafter use reasonable efforts to maintain the effectiveness of the Registration Statement until the earlier to occur of (i) the date which is one year from the effective date of the Registration Statement, (ii) the date on which all of the Warrants and Registrable Shares are no longer held by Lender or (iii) the date on which no warrants are held by Lender and the Registrable Shares held by Lender can be resold pursuant to Rule 144. b) Following effectiveness of the Registration Statement, Borrower shall furnish to Lender a prospectus as well as such other documents as Lender may reasonably request. c) Borrower shall use reasonable efforts to (i) register or otherwise qualify the Registrable Shares for sale under the Effectiveness Period with respect theretosecurities laws of such jurisdictions as Lender may reasonably request, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (bii) prepare and file with the Commission in those jurisdictions such amendments (including post-effective amendments) and supplements to the Registration Statement and the Prospectus used in connection therewith as may be required, (iii) take such other actions as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of maintain such registrations and/or qualifications in effect at all Registrable Securities covered by times while the Registration Statement is likewise maintained effective and (iv) take all other actions reasonably necessary or advisable to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of qualify the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of Shares for sale in such jurisdictions within the United States as the Purchaser may reasonably request, jurisdictions; provided, however, that the Company Borrower shall not for any such purpose be required to qualify generally to transact business in connection therewith or as a foreign corporation condition thereto to (I) qualify to do business in any jurisdiction where it is would not so qualified or otherwise be required to qualify but for this SECTION 9(C), (II) subject itself to general taxation in any such jurisdiction, (III) file a general consent to general service of process in any such jurisdiction;, (IV) provide any undertakings that cause more than nominal expense or burden to Borrower or (V) make any change in its certificate of incorporation or bylaws, which in each case the Board of Directors of Borrower determines to be contrary to the best interests of Borrower and its stockholders. (ed) list the Registrable Securities covered by Borrower shall, following effectiveness of the Registration Statement with Statement, as promptly as practicable after becoming aware of any securities exchange on which the Common Stock of the Company is then listed; (f) immediately such event, notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, Lender of the happening of any event of which the Company Borrower has knowledge knowledge, as a result of which the Prospectus contained prospectus included in such the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made, not misleading, and use reasonable efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and deliver a number of copies of such supplement or amendment to Lender or as Lender may reasonably request. Borrower may voluntarily suspend the effectiveness of such Registration Statement for a limited time, which in no event shall be longer than 90 days, if Borrower has been advised by legal counsel that the offering of Common Stock pursuant to the Registration Statement would adversely affect, or would be improper in view of (or improper without disclosure in a prospectus), a proposed financing, a reorganization, recapitalization, merger, consolidation, or similar transaction involving Borrower or its subsidiaries, and, during such suspension, Lender and its affiliates shall not sell or otherwise dispose for value any Registered Shares, in which event the one year period referred to in clause (i) of SECTION 9(A) shall be extended for an additional period of time beyond such one year period for an additional period of time equal to the number of days the effectiveness thereof has been suspended pursuant to this sentence. e) Following effectiveness of the Registration Statement, Borrower, as promptly as practicable after becoming aware of any such event, will notify Lender of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time. f) Following effectiveness of the Registration Statement, Borrower will use reasonable efforts either to (i) cause all the Registrable Shares to be listed on each national securities exchange on which similar securities issued by Borrower are then existing; andlisted, if any, if the listing of the Registrable Shares is then permitted under the rules of such exchange, or (ii) secure the quotation of the Registrable Shares on the Nasdaq Stock Market, Inc. ("NASDAQ"), if the listing of the Registrable Shares is then permitted under the rules of Nasdaq, or (iii) if, despite Borrower's reasonable efforts to satisfy the preceding clause (i) or (ii), Borrower is unsuccessful in satisfying the preceding clause (i) or (ii) and without limiting the generality of the foregoing, to use reasonable efforts to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. as such with respect to such Common Stock. (g) Provide a transfer agent and registrar, which may be a single entity, for the Registrable Shares not later than the effective date of the Registration Statement. h) It shall be a condition precedent to the obligations of Borrower to take any action pursuant to this SECTION 9 that Lender shall furnish to Borrower such information regarding itself as Borrower may reasonably request to effect the registration of the Registrable Shares and shall execute such documents in connection with such registration as Borrower may reasonably request. i) Lender agrees to cooperate with Borrower in any manner reasonably requested by Borrower in connection with the preparation and filing of the Registration Statement hereunder. j) Lender agrees that, upon receipt of any notice from Borrower of the happening of any event of the kind described in SECTION 9(D) or 9(E), Lender will immediately discontinue disposition of Registrable Shares pursuant to the Registration Statement until Lender receives notice from Borrower that sales may resume and copies of the supplemented or amended prospectus and, if so directed by Borrower, shall deliver to Borrower (at the expense of Borrower) or destroy (and deliver to Borrower a certificate of destruction) all copies in Lender's possession of the prospectus covering the Registrable Shares current at the time of receipt of such notice. k) All expenses, other than (i) underwriting discounts and commissions, (ii) other fees and expenses of investment bankers and (iii) brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to this SECTION 9, including, without limitation, all registration, listing and qualification fees, printers and accounting fees and the fees and disbursements of counsel to Borrower, shall be borne by Borrower. l) To the extent permitted by law, Borrower will indemnify and hold harmless Lender, the directors, if any, of Lender, the officers, if any, of Lender, each person, if any, who controls Lender within the meaning of the Securities Act or the Exchange Act, any underwriter (as defined in the Securities Act) for Lender, the directors, if any, of such underwriter and the officers, if any, of such underwriter, and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Exchange Act (each, an "INDEMNIFIED PERSON"), against any losses, claims, damages, expenses or liabilities (joint or several) (collectively, "CLAIMS") to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations in the Registration Statement, or any post effective amendment thereof, or any prospectus included therein: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post effective amendment thereof or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if Borrower files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation by Borrower of the Securities Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (the matters in the foregoing clauses (i) through (iii) are hereinafter collectively referred to as the "VIOLATIONS"). Subject to the restrictions set forth in SECTION 9(N) with respect to the number of legal counsel, Borrower shall reimburse Lender and each such underwriter or controlling person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnity contained in this SECTION 9(L) (I) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to Borrower by any Indemnified Person or underwriter for such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (II) with respect to any preliminary prospectus shall not inure to the benefit of any person from whom the person asserting any Claim purchased the Restricted Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, if such final prospectus was timely made available by Borrower; (III) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of Borrower, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Restricted Securities by Lender; and (IV) shall not apply to a Claim arising out of or based upon the failure of an Indemnified Person to deliver a final prospectus to purchasers of Registrable Securities if Borrower provided such final prospectus to the Indemnified Person. m) Lender agrees to indemnify and hold harmless, to the same extent and in the same manner set forth in SECTION 9(L), Borrower, each of its directors, each of its officers who signs the Registration Statement, each person, if any, who controls Borrower within the meaning of the Securities Act or the Exchange Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such stockholder or underwriter within the meaning of the Securities Act or the Exchange Act (each such person and each Indemnified Person, an "INDEMNIFIED PARTY"), against any Claim to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim arises out of or is based upon any Violation by Lender, in each case to the extent (and only to the extent) that (I) such Violation occurs in reliance upon and in conformity with written information furnished to Borrower by Lender expressly for inspection use in connection with such Registration Statement or such prospectus or (II) is a result of the breach of federal or state securities laws pertaining to the transfer by Lender of the Restricted Securities or the securities underlying the Restricted Securities; and Lender will reimburse any reasonable legal or other expenses reasonably incurred by any Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity contained in this SECTION 9(M) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of Lender, which consent shall not be unreasonably withheld; provided, further, that Lender shall be liable under this SECTION 9(M) for only that amount of a Claim as does not exceed the net proceeds to Lender as a result of the sale of Shares pursuant to such Registration Statement or such prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Restricted Securities (or underlying securities) by Lender. Notwithstanding anything to the contrary contained herein the indemnity contained in this SECTION 9(M) with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented. n) Promptly after receipt by an Indemnified Person or Indemnified Party under SECTION 9(L) or 9(M) of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is made against any indemnifying party under this SECTION 9, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, assume control of the defense thereof with counsel mutually satisfactory to the indemnifying parties; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel, with the fees and expenses to be paid by the Purchaser and any attorneyindemnifying party, accountant or other agent if, in the reasonable opinion of counsel retained by the Purchaserindemnifying party, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties the representation by such counsel of the CompanyIndemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential conflicts of interest between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. Except as provided in the preceding sentence, and cause Borrower shall pay for only one separate legal counsel for the Company's officers, directors and employees Indemnified Persons. The failure to supply all publicly available, non-confidential information reasonably requested by deliver written notice to the attorney, accountant or agent indemnifying party within a reasonable time of the Purchasercommencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this SECTION 9, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnity required by this SECTION 9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Section with respect to the Registrable Securities of Purchaser that Purchaser shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Purchaser's Registrable Securities.

Registration Procedures. If and whenever In connection with the Company is required by the provisions hereof Company's registration obligations pursuant to effect the registration of any Registrable Securities under the Securities ActSection 2 hereof, the Company willwill use commercially reasonable efforts to effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company will use its commercially reasonable efforts to, as expeditiously as possible: (a) prepare and file with the Commission the SEC, as soon as practicable, a Registration Statement relating to the applicable registration on the appropriate form under the Securities Act, which form shall be available for the sale of the Registrable Securities in accordance with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commissionintended method or methods of distribution thereof and shall include all financial statements of the Company, and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect effective; provided that before filing a Registration Statement or Prospectus or any amendments or supplements thereto, and promptly provide to including documents incorporated by reference after the Purchaser filing of the Registration Statement, the Company will furnish one counsel selected by the holders of a majority of the shares of Registrable Securities covered by such Registration Statement, copies of all filings such documents proposed to be filed, which documents, subject to compliance with applicable securities laws, will be subject to the review of such counsel, and Commission letters the Company will not file any Registration Statement or amendment thereto or any Prospectus or any supplement thereto (excluding any documents incorporated by reference) to which such counsel shall reasonably object; and provided, further, that the Company shall have the right to delay filing or effectiveness of comment relating theretoa Registration Statement filed pursuant to Section 2(a) hereto for up to 120 days if the Company's Board of Directors determines, in good faith, that the filing or effectiveness thereof could materially interfere with a pending extraordinary transaction involving the Company or bona fide financing plans of the Company or would require disclosure of information, the premature disclosure of which would not be in the best interests of the Company, but no further delays will be permitted; (b) prepare and file with the Commission SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period specified, or such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold (and in connection therewith provide the Investor with the right to review and reasonably approve the description of the "plan of distribution" therein); cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus; the Company shall not be deemed to have used commercially reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling holders of the Registrable Securities covered thereby not being able to sell such Registrable Securities during that period unless such action is required under applicable law; provided that the foregoing shall not apply to actions taken by the Company in good faith and for valid business reasons, including without limitation, merger, acquisition or divesture of assets or other material transaction, so long as the Company promptly thereafter complies with the requirements of Section 4(j) hereof, if applicable; (c) notify the selling holders of Registrable Securities promptly, and (if requested by any such Person) confirm such advice in writing, (1) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (2) of any request by the SEC for amendments or supplements to the Registration Statement and or the Prospectus used in connection therewith as may be necessary to comply with the provisions or for additional information, (3) of the Securities Act issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (4) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (5) of the happening of any event which makes any statement made in the Registration Statement, the Prospectus or any document incorporated therein by reference untrue or which requires the making of any changes in the Registration Statement, the Prospectus or any document incorporated therein by reference in order to make the statements therein not misleading; (d) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible moment; (e) furnish to each selling holder of Registrable Securities, without charge, at least one signed copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (f) deliver to each selling holder of Registrable Securities, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons may reasonably request in order to facilitate the disposition of all the Registrable Securities owned by such Person; the Company consents to the use of the Prospectus or any amendment or supplement thereto by each of the selling holders of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodProspectus or any amendment or supplement thereto; (cg) furnish prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with the Purchaser selling holders of Registrable Securities and their respective counsel in connection with the registration or qualification of such number Registrable Securities for offer and sale under the securities or blue sky laws of copies of such jurisdictions as any seller reasonable requests in writing and do any and all other acts or things reasonably necessary or advisable to enable the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; (dh) cooperate with the selling holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends except as required by the Certificate of Incorporation of the Company; and enable such Registrable Securities to be in such denominations and registered in such names as the holders of such Registrable Securities may request at least two business days prior to any sale of Registrable Securities (i) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list cause the Registrable Securities covered by the applicable Registration Statement to be registered with any securities exchange on which or approved by such other governmental agencies or authorities as may be necessary to enable the Common Stock seller or sellers thereof to consummate the disposition of the Company is then listedsuch Registrable Securities; (fj) immediately notify upon the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening occurrence of any event contemplated by Section 4(c)(5) above, subject to the Company's ability to postpone the preparation of which such supplement or amendment pending the Company has knowledge public announcement of a material event such as a result merger or acquisition or divestiture of which assets, prepare a supplement or post-effective amendment to the Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, the Prospectus contained in such Registration Statement, as then in effect, includes will not contain an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; andmisleading; (gk) cause all shares owned by the holders of Registrable Securities covered by the Registration Statement to be listed on each securities exchange on which similar securities issued by the Company are then listed; (l) make available for inspection by representatives of the Purchaser holders of the Registrable Securities and any attorney, attorney or accountant or other agent retained by the Purchasersellers, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, Company and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any such representative, attorney or accountant in connection with such registration; provided that any records, information or documents that are designated by the attorneyCompany in writing as confidential shall be kept confidential by such Persons unless disclosure of such records, accountant information or agent documents is required by court or administrative order; The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding the distribution of such securities as the Company may from time to time reasonably request in writing and to enter into agreements related to the distribution of the PurchaserRegistrable Securities that are designed to ensure compliance with the Exchange Act. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(j) hereof, such holder will forthwith discontinue disposition of Registrable Securities until such holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(j) hereof, or until it is advised in writing (the "ADVICE") by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by the Company such holder will deliver to the Company (at the Company's expense), all copies, other than permanent file copies then in such holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. Notwithstanding anything herein to the contrary, upon written notice from the Company, the Company may require that the Holders suspend offers and sales of Registrable Securities pursuant to Section 7 hereof due to the fact that (1) (a) there is material non-public information regarding the Company which the Company’s Board of Directors (the “Board”), after advice of legal counsel, reasonably determines not to be in the Company’s best interest to disclose and which the Company is not otherwise required to then disclose or (b) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction available to the Company which the Board reasonably determines would be seriously detrimental to the Company and its shareholders to then disclose, and which the Company would be required to disclose in a Registration Statement; provided that such period (a “Blackout Period”) shall end on the earlier to occur of (i) the date upon which the circumstances that give rise to the commencement of the period would no longer cause the registration and distribution of the Registrable Securities to be seriously detrimental to the Company and its shareholders and (ii) such time as the Company (A) notifies the Holders that the Company will no longer delay such filing of the registration statement, (B) recommences steps to make such registration statement effective or (c) allows sales pursuant to such registration statement to resume; provided further in no event shall the aggregate Blackout Registration Rights Agreement Periods in any rolling 12-month period exceed 60 days in the aggregate for such 12-month period.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best commercially reasonable efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect theretoPeriod, subject to any Discontinuation Events, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified qualified, or to consent to general service of process in any such jurisdiction, or become subject to income taxation in any such jurisdiction where it is not already so subject; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser in writing (a “Suspension Notice”) at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingDiscontinuation Event; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the PurchaserPurchaser at reasonable times and upon reasonable advance notice, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever In connection with the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities ActShelf ----------------------- Registration Statement, the Company willshall, as expeditiously soon as possiblepracticable: (a) prepare (and afford counsel for the selling holders reasonable opportunity to review and comment thereon) and file with the Commission the Shelf Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement it to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide period referred to the Purchaser copies of all filings and Commission letters of comment relating theretoin Section 4(b); (b) prepare (and afford counsel for the selling holders reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to the Shelf Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to keep it effective for the period referred to in Section 4(b) and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Registerable Securities covered by the Shelf Registration Statement and to keep such in accordance with the sellers' intended method of disposition (i.e., underwritten or not underwritten) set forth in the Shelf Registration Statement effective until the expiration of the Effectiveness PeriodStatement; (c) furnish to the Purchaser each seller and to each underwriter such number of copies of the Shelf Registration Statement and the Prospectus prospectus included therein (including each any preliminary Prospectusprospectus) as the Purchaser such persons may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by the Registration StatementRegisterable Securities; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Registerable Securities covered by the Registration Statement under the securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser may sellers of Registerable Securities or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request, provided, however, request (provided that the Company shall not for any such purpose be required to (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction or to (iii) consent to general service of process in any such jurisdiction); (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser each seller and each underwriter, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such the Shelf Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (f) use its best efforts (if the offering is underwritten) to furnish, at the request of any seller or underwriter, on the date that Registerable Securities are delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller (if requested by a seller), stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the Shelf Registration Statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (C) to such other effects as may reasonably be requested by counsel for the sellers or the underwriters, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the sellers and the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the Shelf Registration Statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters with respect to the registration in respect of which such letter is being given as such underwriters or seller may reasonably request; and (g) make available for inspection by each seller, any underwriter participating in any distribution pursuant to the Purchaser Shelf Registration Statement, and any attorney, accountant or other agent retained by the Purchasersuch seller or underwriter, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the any such seller, underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement. (h) (i) cause all the Registerable Securities covered by the Shelf Registration Statement to be listed on each national securities exchange on which securities of the Purchasersame class or series issued by the Company are then listed, if any, if the listing of such Registerable Securities is then permitted under the rules of such exchange, or (ii) to the extent the securities of the same class or series are not then listed on a national securities exchange, secure the designation and quotation of all Registerable Securities covered by the Shelf Registration Statement on the Nasdaq National Market. If the offering contemplated by the Shelf Registration Statement is an underwritten public offering, the Company shall enter into a written agreement with the managing underwriter in such form and containing such provisions as are customary in the securities business for such an arrangement between major underwriters and companies of the Company's size and investment stature; provided, however, that such agreement shall not contain any such provision applicable to the Company which is inconsistent with the provisions hereof. Each selling holder of Registerable Securities participating in an underwritten public offering shall also enter into and perform its obligations under such an agreement. Following the effectiveness of the Shelf Registration Statement, the Company may, at any time, suspend the effectiveness of such registration for up to 30 days (a "Suspension Period"), by giving notice to the holders of Registerable Securities, if the Company shall have reasonably determined that the Company may be required to disclose any corporate development which disclosure may have a material adverse effect on the business, assets, properties or financial condition of the Company. The Company shall use its best efforts to limit the duration and number of any Suspension Periods. Each holder of Registerable Securities shall, on receipt of any notice from the Company of a Suspension Period, discontinue disposition of the Registerable Securities pursuant to the Shelf Registration Statement, prospectus contained therein, or any amendment or supplement thereof until such holder (i) is notified in writing by the Company that the use of the applicable prospectus may be resumed, (ii) has received copies of a supplemental or amended prospectus, if applicable, or (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus.

Registration Procedures. If In connection with the Company’s registration obligations hereunder, the Company shall: (i) Prepare and whenever file with the Commission on or prior to the Filing Date, a Registration Statement on Form S-3 (or if the Company is required not then eligible to register for resale the Registrable Securities on Form S-3 such registration shall be on another appropriate form) in accordance with the method or methods of distribution thereof as specified by the provisions hereof Holders, and use its commercially reasonable efforts to effect cause the registration Registration Statement to become effective as soon as possible and to remain effective as provided herein. The Company shall provide a copy of the Registration Statement, and any Registrable Securities amendments or supplements thereto, to the Holder by facsimile, e-mail or other method of communication acceptable to the Holder, at least two Business Days prior to filing the same with the Commission and shall incorporate into the same any revisions or changes therein regarding the Holder as the Holder shall reasonably request. The Company shall promptly notify the Holders via facsimile of the effectiveness of the Registration Statement by the third Business Day after the Company receives notification of the effectiveness from the Commission. (ii) If: (A) the Registration Statement is not filed on or prior to the Filing Date, (B) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Business Days of the date that the Company willis notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed,” or is not subject to further review, (C) the Registration Statement filed is not declared effective by the Commission on or before the Effectiveness Date, (D) the Company fails to have the Registrable Securities listed on an Eligible Market at any time during the Effectiveness Period, (E) except as provided in subsection 3(n) below, after the Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 Business Days, or (F) in the event the Holder has been notified in the circumstances and in accordance with subsection 3(n) below, after the Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for an aggregate of 45 days during any 12-month period (which need not be consecutive days) (any such failure or breach being referred to as an “Event,” and for purposes of clause (A), (C) or (D) the date on which such Event occurs, or for purposes of clause (B) or (E), the date on which such five Business Day period is exceeded, or for purposes of clause (F) the date on which such 45 day-period plus is exceeded being referred to as “Event Date”), then on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as expeditiously liquidated damages and not as possible:a penalty, equal to 1.0% of (x) the sum of number of Registrable Securities held by the Holder plus the number of Warrant Shares issuable upon exercise of the Warrants as of the Event Date, multiplied by (y) the closing market price of the Company’s Common Stock on the Event Date; provided, however, that the total amount of payments pursuant to this Section 3(a)(ii) shall not exceed, when aggregated with all such payments paid to the Holder and all other Holders, $3,000,000. The foregoing liquidated damages shall be calculated as of each monthly anniversary of each such Event Date if the applicable Event shall not have been cured by such date. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 8% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. (ab) Prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements necessary to register for resale under the Registration Statement with respect to such Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as reasonably possible to any comments received from the Commission, and use its best efforts in any event within 12 Business Days (except to cause the Registration Statement extent that the Company reasonably requires additional time to become and remain effective for the Effectiveness Period respond to accounting comments), with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement or any amendment thereto; and the Prospectus used (iv) comply in connection therewith as may be necessary to comply all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement, as amended, or in such Registration Statement effective until the expiration of the Effectiveness Period;Prospectus, as supplemented. (c) furnish Notify the Holders of Registrable Securities to be sold as promptly as reasonably possible: (i) of any comments of the Commission with respect to, or any request by the Commission or any other federal or state governmental authority for amendments or supplements to, the Registration Statement or Prospectus; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the Purchaser suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such number purpose; and (iv) of copies the occurrence of any event that makes any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, Prospectus or other documents so that, in the case of the Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Use its reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of: (i) any order suspending the effectiveness of the Registration Statement; or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (e) Promptly deliver to each Holder, without charge, to the extent requested by such Person, at least one conformed copy of each Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits (including those previously furnished or incorporated by reference) after the filing of such documents with the Commission. (f) On the effective date of the Registration Statement and any post-effective amendment thereto, notify the Holder and promptly, but in any event within two Business Days, deliver to each Holder, without charge, as many copies of the Prospectus included therein or Prospectuses (including each preliminary Prospectusform of prospectus) and each amendment or supplement thereto as such Person may reasonably request; and the Purchaser reasonably may request Company hereby consents to facilitate the public use of such Prospectus and each amendment or supplement thereto, during periods in which such Prospectus and each amendment or supplement thereto are effective, by each Holder in connection with the offering and sale or disposition of the Registrable Securities covered by the Registration Statement;such Prospectus and any amendment or supplement thereto. (dg) Prior to any public offering of Registrable Securities, use its commercially reasonable efforts to register or qualify or cooperate with the Purchaser's Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities covered by the Registration Statement for offer and sale under the securities or "blue sky" Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Purchaser may reasonably request, Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Registration Statement; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not then so qualified or to consent take any action that would subject it to general service of process in any such jurisdiction;jurisdiction where it is not then so subject or subject the Company to any material tax in any such jurisdiction where it is not then so subject. (eh) list Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities covered to be sold pursuant to a Registration Statement. (i) Upon the occurrence of any event contemplated by Section 3(c), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the Registration Statement with or a supplement to the related Prospectus or any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required document incorporated or deemed to be delivered under the Securities Actincorporated therein by reference, of the happening of and file any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statementother required document so that, as then in effectthereafter delivered, includes neither the Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing; andunder which they were made, not misleading. (gj) make available for inspection During the Effectiveness Period, maintain the listing of such Registrable Securities on the Trading Market or another Eligible Market; (k) If the Registration Statement refers to any Holder by name or otherwise as the Purchaser and holder of any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties securities of the Company, then such Holder shall have the right to require (if such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force) the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required. Each Holder covenants and cause agrees that: (i) it will not sell any Registrable Securities pursuant to the Company's Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3(f) and written notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3(f); (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery and employees all other requirements of the Securities Act as applicable to supply all publicly availablethem in connection with sales of Registrable Securities pursuant to the Registration Statement; and (iii) it will furnish to the Company information regarding such Holder and the distribution of such Registrable Securities as is required by law to be disclosed in the Registration Statement, and the Company may exclude from such registration the Registrable Securities of any such Holder who fails to furnish such information prior to the earlier of the time the Registration Statement is filed or a reasonable time after receiving such request. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c)(i), 3(c)(ii), 3(c)(iii), or 3(c)(iv), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3(i), or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (l) Not sell, offer for sale or solicit offers for sale or to buy, and shall use its best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Registrable Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Holders or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market. (m) Not permit any of its security holders (other than the Holder in such capacity pursuant hereto) to include securities of the Company in the Registration Statement other than the Registrable Securities, and the Company shall not after the date hereof enter into any agreement providing any such right to any of its security holders. (n) Notwithstanding anything to the contrary in this Section 3, if at any time after the date the Registration Statement is declared effective the Company furnishes to the Holder a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such Registration Statement to remain effective for as long as such Registration Statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material non-confidential public information reasonably requested by that the attorneyCompany has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, accountant then the Company shall have the right to suspend effectiveness of a Registration Statement for a period not to exceed 15 consecutive Business Days; provided, however, that the Company may not suspend its obligation under this Section 3(n) for more than 30 Business Days in the aggregate during any 12-month period; and provided, further, that no such postponement or agent suspension shall be permitted for consecutive 15 Business Day periods arising out of the Purchasersame set of facts, circumstances or transactions.

Registration Procedures. If and whenever In the case of each registration or qualification effected by the Company is required by pursuant to this Agreement, the provisions hereof Company will keep each Holder advised in writing as to effect the initiation of each registration of any Registrable Securities under and qualification and as to the Securities Actcompletion thereof. At its expense, the Company will, as expeditiously as possible: (a) prepare Keep such registration or qualification effective and file current for a period of 180 days (or such longer period as may be necessary to accommodate the filing of amendments or supplements necessary to comply with the Commission Securities Act) or until the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from Holder or Holders have completed the Commission, and use its best efforts to cause distribution described in the Registration Statement to become and remain effective for the Effectiveness Period with respect registration statement relating thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretowhichever first occurs; (b) prepare Promptly furnish such number of prospectuses (including all amendments) and file with the Commission such amendments and supplements other documents incident thereto as a Holder from time to the Registration Statement and the Prospectus used in connection therewith as time may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Periodreasonably request; (c) furnish Use its reasonable best efforts to register and qualify the Purchaser securities covered by such number registration statement under such other securities or blue sky laws of copies of such jurisdictions as shall be reasonably requested by the Registration Statement and Holders or any managing underwriter for the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition distribution of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, registration statement; provided that the Company shall not for any such purpose be required in connection therewith or as a condition thereto to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not so qualified or to file a general consent to general service of process in any such states or jurisdiction; (d) Use its reasonable best efforts to cause all Registrable Securities covered by the registration statement to be listed or accepted for quotation on a national securities exchange or automated quotation system, and maintained for listing or quotation thereon; (e) list In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; provided, that the Company shall use its reasonable best efforts to ensure that the Requesting Holders’ indemnity obligations pursuant to such an underwriting agreement are no more extensive than those provided in Article 7 of this Agreement. In addition, the Company shall use its reasonable best efforts to take such other actions as may be reasonably requested by the managing underwriter to expedite or facilitate the completion of the offering, including participation by a “named executive officer” of the Company (as defined in Item 402(a)(3) of Regulation S-K under the Securities Act) in any road shows or other presentations organized by the managing underwriter. (f) Subject to receiving reasonable assurances of confidentiality, for a reasonable period after the filing of such registration statement, and throughout each period during which the Company is required to keep a registration effective, make available for inspection by the selling Holders, and any underwriters, and their respective counsel, such financial and other information and books and records of the Company, and cause the officers, directors, employees, counsel and independent certified public accountants of the Company to respond to such inquiries as shall be reasonably necessary to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; (g) Promptly notify each Holder of Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser such registration statement, at any time when a Prospectus prospectus relating thereto covered by such registration statement is required to be delivered under the Securities Act, of the happening occurrence of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (gh) make available for inspection Promptly notify the selling Holders and any underwriters, and confirm such advice in writing, (i) when such registration statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of any comments by the Purchaser and any attorneyCommission, accountant or other agent retained by the PurchaserNational Association of Securities Dealers Inc. (“NASD”), and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by any such entity for amendments or supplements to such registration statement or prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (iv) if at any time the representations and warranties of the Company cease to be true and correct in all publicly availablematerial respects, non-confidential financial and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities covered by the registration statement for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (i) At the request of any Requesting Holder, (i) use its reasonable best efforts to furnish to such requesting Holder, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, copies of any opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters covering such matters with respect to the registration statement, the prospectus and each amendment or supplement thereto, proceedings under state and Federal securities laws, other recordsmatters relating to the Company, pertinent corporate documents the securities being registered and properties the offer and sale of such securities as are customarily the subject of opinions of issuer’s counsel provided to underwriters in underwritten public offerings and (ii) use its reasonable best efforts to furnish to the Requesting Holder letters dated each such effective date and such closing date, from the independent certified public accountants of the Company, and cause addressed to the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by underwriters stating that they are independent certified public accountants within the attorney, accountant or agent meaning of the PurchaserSecurities Act and dealing with such matters as the underwriters may reasonably request, and (iii) furnish to the Requesting Holder such information as such seller may reasonably request for the purpose of establishing its “due diligence” defense under Section 11 of the Securities Act, but subject to such confidentiality restrictions as the Company may reasonably impose to protect its confidential and proprietary information.

Registration Procedures. If and whenever the Company Parent is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company Parent will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company Parent shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company Parent is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company Parent has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the CompanyParent, and cause the Company's Parent’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Purchasers copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Purchasers such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Purchasers reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Purchasers' Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser Purchasers may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Purchasers at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Purchasers and any attorney, accountant or other agent retained by the PurchaserPurchasers, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserPurchasers. (h) promptly notify each seller of Registrable Securities of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose and make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time; (i) if the offering is an underwritten offering, enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are usual and customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature, including, without limitation, customary indemnification and contribution provisions; (j) if the offering is an underwritten offering, at the request of any seller of Registrable Securities, use its best efforts to furnish to such seller on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) a copy of an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters, stating that such Registration Statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the Registration Statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial or statistical information contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters; and (ii) a copy of a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the Registration Statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request; (k) take all actions reasonably necessary to facilitate the timely preparation and delivery of certificates (not bearing any legend restricting the sale or transfer of such securities) representing the Registrable Securities to be sold pursuant to the Registration Statement and to enable such certificates to be in such denominations and registered in such names as the Investors or any underwriters may reasonably request; and (l) take all other reasonable actions necessary to expedite and facilitate the registration of the Registrable Securities pursuant to the Registration Statement.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep use commercially reasonable efforts to cause such Registration Statement to remain effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the applicable securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation or subject itself to taxation in any jurisdiction where it is not so qualified or subject or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.