Common use of Required Registration Clause in Contracts

Required Registration. a. At any time following the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000), the Company shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time Not before 180 days following the earlier final Closing date but prior to 190 days following the final Closing date (the "Filing Period") the Company shall file with the Commission a Registration Statement on appropriate form for the purpose of five (5) years from registering for public resale the date Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the Closing (as such term is defined in filing date. In the Series B Purchase Agreement) and six (6) months after event that the Company’s Initial Offering, if the holders of at least twenty percent (20%) registration statement covering all of the Registrable Shares Securities is not filed within the Filing Period then outstanding Subscriber shall in writing state that such holders desire be entitled to sell Registrable Shares liquidated damages equal to 1% of the Subscriber's original subscription amount in the public securities markets and request Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares to effect be based upon the registration final subscription price of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: (i) the third anniversary of the first date that no Warrants remain unexercised or unexpired or (ii) the date on which all Registrable Securities purchased by the Subscriber or held by a Holder may be sold without any restriction, under the Securities Act Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of such Registrable Shares securities pursuant to Rule 144 (such registration having an aggregate offering price to period, the public "Effectiveness Period"). The Company shall bear all expenses of not less than $10,000,000)the Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, the Company shall promptly use its best efforts pay the firm of Ellenoff Grossman & Schole, as counsel to effect the registration under the Securities Act Placement Agent, up to $▇▇,▇▇▇ for review of the Registrable Shares which the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. viRegistration Statement. The Company shall not be obligated to file also pay all expenses of its counsel and transfer agent for any "144 opinions" or cause to become effective a registration statement for the holders other opinions which are required in connection with any transfers of the Registrable Shares initiated Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to Section 2(a) above during the 180-day period beginning on the Registration Dateprospectus delivery).

Required Registration. a. (a) At any time following after the earlier of five (5i) years from the date expiration of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after month period following the closing of the Company’s Initial OfferingQualified Public Offering and (ii) the first (1st) anniversary of the date hereof, if one or more of the holders of at least twenty percent (20%) Registrable Securities constituting a majority of the total shares of Registrable Shares Securities then outstanding shall in writing state may request that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration register for sale under the Securities Act up to all of the shares of Registrable Securities held by such Registrable Shares holders in the manner specified in such notice. (such registration having an aggregate offering price to the public b) Following receipt of not less than $10,000,000any notice under this Section 4.1(a), the Company shall promptly immediately notify all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to effect the registration register under the Securities Act of the Registrable Shares which the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except for public sale in accordance with the following provisions: i. method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such notice, the number of shares of Registrable Securities specified in such notice. The Company shall not be obligated to use its best efforts register the Registrable Securities pursuant to file this Section 4.1 on one (1) occasion only. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and cause prior to become effective more than three (3) registration statements for the holders later to occur of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay completion of the filing or effectiveness of any registration statement for a period of up to distribution for such offering or ninety (90) days after the effective date of such registration statement. (c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request for made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 2 if at the time 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such request holder’s Registrable Securities in the underwriting. The Company’s Board of Directors (Athe “Board”) shall designate the managing underwriter of such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. (d) A registration statement filed pursuant to this Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company is engaged, for its own account and (ii) shares of Common Stock held by officers or has fixed plans to engage within ninety (90) days directors of the time of such requestCompany, in a firm commitment underwritten public offering each case for sale in accordance with the method of Primary Shares disposition specified by the requesting holders. If such registration shall be underwritten, the Company and such officers and directors proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in which customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers or directors than the terms afforded the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, Securities. If and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines extent that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises determines that marketing factors require a limitation on the Company that the inclusion number of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed shares to be included in such registration, then such exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and second, to the shares of Common Stock of the Company to be included for its own account. If the managing underwriter determines that marketing factors require a further limitation of the number of Registrable Shares and/or Primary Shares proposed Securities to be included registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. If any holder of Registrable Securities, officer or director who has requested inclusion in such registration shall be included in as provided above, disapproves of the following order: (A) first, terms of the Registrable Shares requested to be included in such registration (or, if necessaryunderwriting, such Registrable Shares pro rata among the holders thereof based on the number holder of Registrable Shares requested securities may elect to be registered withdraw therefrom by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable written notice to the Company to act as and the lead managing underwriter underwriter. The securities so withdrawn shall also be withdrawn from registration. Except for registration statements on Form ▇-▇, ▇-▇ or underwriters in connection any comparable form or successor thereto, the Company will not file with such offering. v. At the Commission any time before the other registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to its Common Stock, whether for its own account or that of other stockholders, from the Company not actually known date of receipt of a notice from requesting holders pursuant to this Section 4.1 until the completion of the period of distribution of the registration contemplated thereby or one hundred twenty (without imputing 120) days after the knowledge effective date of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statementwhichever is later. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following (a) Within thirty (30) days after the earlier of five (5) years from the date Last Closing of the Closing Offering (as such term is defined in the Series B Purchase Subscription Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000), the Company shall promptly file a registration statement ("Registration Statement") on Form S-1 (or other suitable form, at the Company's discretion but subject to the reasonable approval of the Investors), covering the resale of all shares of Registrable Securities then outstanding including an indeterminate number of shares of Common Stock as required to effect conversion of the Preferred Stock and exercise of the Warrants. Such Registration Statement shall initially cover at least Four Million (4,000,000) shares of Common Stock and allocated and reserved pro rata among the Subscribers. (b) The Registration Statement shall be prepared as a "shelf" registration statement under Rule 415, and shall be maintained effective until the distribution described in the Registration Statement is completed. The Company shall use its best efforts to effect have the registration under Registration Statement declared effective within four (4) months after the Securities Act of Last Closing (as defined in the Registrable Shares which the Company has been so requested to register by such InvestorsSubscription Agreement). b. Notwithstanding anything contained in this Section 2 to (c) If the contraryRegistration Statement is not declared effective by the Due Date, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated must continue to use its best efforts to file obtain a declaration of effectiveness and cause shall pay the Investors an amount equal to become effective more than three two percent (32%) registration statements for the holders per month of the Registrable Shares initiated aggregate amount of Preferred Stock sold in the Offering, compounded monthly and accruing daily, until the Registration Statement or a registration statement filed pursuant to Section 2(a) above. ii3 or Section 4 is declared effective, payable in common stock, which common stock shall also be deemed "Registrable Securities" for the purpose of this Agreement. The Company may accrual amount payable will be tolled for any periods occasioned by a delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Registration Statement under Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) 3 as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations choice of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed Holders to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statementthat Registration Statement underwritten. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At If at any time following the earlier of five (5) years from the date third --------------------- anniversary of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if Date the holders of at least twenty percent (20%) 50% of the Registrable Shares Securities shall decide to sell or otherwise dispose of Registrable Securities of the Company then outstanding shall in writing state that owned by such holders, such holders desire may give written notice to sell Registrable Shares in the public securities markets and request the Company of the proposed disposition, specifying the number of Registrable Securities so to effect be sold or disposed of (which must include at least 50% of the Registrable Securities) and requesting that the Company prepare and file a registration statement under the Securities Act covering such Registrable Securities. The Company shall, within 10 days thereafter, give written notice to the other holders of Registrable Securities of such request and each of the other holders shall have the option, for a period of 10 days after receipt by it of such notice from the Company, to include its Registrable Shares (Securities in such registration having an aggregate offering price to the public of not less than $10,000,000), the statement. The Company shall promptly use its best efforts to effect cause an appropriate registration statement (the registration under "Registration Statement") covering such Registrable Securities to be filed with the Securities Act Commission and to become effective as soon as reasonably practicable and to remain effective until the completion of the distribution of the Registrable Shares which the Company has been so requested Securities to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contrary, the Company shall be offered or sold but not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more longer than three (3) registration statements for the holders 90 days after effectiveness of the Registration Statement. (The holders whose Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which Securities are holders of the Registrable Shares requesting to be included in a registration pursuant Registration Statement are hereinafter referred to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi"Selling Investors"). The Company shall not be obligated to file or cause more than two Registration Statements pursuant to become effective a registration statement the foregoing provisions of this Section 8.1. The Company shall bear all of the Costs and Expenses of the two Registration Statements. In addition to the foregoing and without regard to there first having been filed either of the two Registration Statements provided for in the foregoing provisions of this Section 8.1, the holders of Registrable Securities will be entitled to demand an unlimited number of Registration Statements on Form S-3 or any successor form allowing substantial incorporation by reference to Securities Exchange Act reports filed by the Company, but only if the Company is eligible to use Form S-3 or such successor Form, at such holders' Cost and Expense, provided however, that at least $500,000 in aggregate sales price less underwriters discounts and commissions of Registrable Securities are proposed to be sold pursuant thereto and no more than one such Registration Statement is demanded in any twelve month period of time. A demand for registration under this Section 8.1 will not count as such until it has become effective and unless the holders of Registrable Securities are able to register and sell at least 80% of the Registrable Shares initiated pursuant to Section 2(aSecurities included in such Registration Statement; provided, however, that if the initiating holders withdraw a request for registration before the Registration Statement becomes effective, then the initiating holders at their option either shall (i) above during bear the 180-day period beginning Costs and Expenses thereof pro rata on the basis of the number of shares requested to be included therein or (ii) have such Registration DateStatement applied to and counted as one of the two Registration Statements for which the Company has agreed to bear the Costs and Expenses.

Required Registration. a. At any time following the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request If the Company shall receive a written request from Security Holder requesting that the Company file a Registration Statement relating to effect the registration under the Securities Act a Public Offering of such shares of Common Stock owned by Security Holder ("Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000Securities"), the Company shall will as promptly as practicable prepare and file a Registration Statement and use its best efforts to effect cause the registration under Registration Statement to become effective; subject, however, to the Securities Act of the Registrable Shares which following provisions: (1) the Company has been so requested shall be required to register by such Investors. b. Notwithstanding anything contained in file no more than three (3) Registration Statements on behalf of Security Holder pursuant to this Section 2 to the contrary, 2.A; (2) the Company shall not be obligated to effect any registration under file a requested Registration: (i) in the event that the aggregate number of Registrable Securities Act except to be included in accordance with such requested Registration is less than five percent (5%) of the following provisions: i. The issued and outstanding Common Stock; (ii) from the time it gives notice to Security Holder, provided such notice is given prior to time of receipt by Devon of Security Holder's request to file a Registration Statement, that it is preparing to file a Registration Statement other than for the account of Security Holder until 60 days after the Registration Statement has been declared effective by the SEC; provided, the Company shall not be obligated to use its best efforts to cause such Registration Statement to be declared effective as promptly as practicable; and, provided further, the obligation to file and cause a Registration Statement on behalf of Security Holder shall be reinstated if the Company does not file a Registration Statement within 30 days after giving the notice referred to become effective more than three above; or (3iii) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at from the time of such request (A) the Company gives Security Holder notice, provided such notice is engaged, or has fixed plans given prior to engage within ninety (90) days of the time of such request, in receipt by Devon of Security Holder's request to file a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, howeverRegistration Statement, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) is conducting negotiations for a total material business combination or that there is a material development or event pending which has not yet been publicly disclosed and as to which the Company believes disclosure will be prejudicial to the Company until the earlier of ninety (90a) 120 days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to a material business combination or 90 days after the notice with respect to a material development or event; (b) the public announcement of the combination, development or event referred to above; or (c) the time the Company not actually known (without imputing the knowledge gives Security Holder notice that suspension of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall its obligation is no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statementrequired. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. (a) At any time following the earlier of five (5) years from after the date of the Closing (as such term that is defined in the Series B Purchase Agreement) and six (6) months after the closing of the Company’s Initial Offering, if the holders first underwritten public offering of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration its Common Stock under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000“IPO”), any Investor may request that the Company shall promptly use its best efforts to effect the registration register for sale under the Securities Act all or any portion of the shares of Registrable Shares which the Company has been so requested to register Securities held by such Investors. b. Notwithstanding anything contained requesting holder or holders for sale in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except manner specified in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Boardnotice; provided, however, that the Company may only delay the filing or effectiveness anticipated gross proceeds of a any offering and registration statement pursuant to this Section 2(b6.3 shall be at least $10,000,000. (b) Following receipt of any notice under this Section 6.3, the Company shall immediately notify all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act, for a total public sale in accordance with the method of ninety disposition specified in the notice from requesting holders described in paragraph (90a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the date receipt of a request for registration such notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 2(a); 6.3 on two (2) occasions only, and provided further that the Company may not utilize this right more than once in any consecutive twelve (12) month period. iii. With respect Notwithstanding anything to any registration pursuant to Section 2(a)the contrary contained herein, the Company shall give notice of such requested not be required to effect a registration pursuant to this Section 6.3 during the period commencing sixty (60) days prior to the Investors who do not estimated filing date of, and ending on the date which is one hundred twenty (120) days after the effective date of a registration statement filed by the Company covering an underwritten public offering of the Common Stock under the Securities Act; provided that, the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and such estimate of the filing date is made in good faith. (c) If the holder intends to distribute the Registrable Securities covered by its request registration hereunderby means of an underwriting, it shall so advise the Company as a part of their request made pursuant to this Section 6.3 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 6.3 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the INVESTOR RIGHTS AGREEMENT underwriting. If such method of disposition is an underwritten public offering, the holder shall designate the managing underwriter of such offering, which underwriter shall be reasonably acceptable to the Company. A holder may elect to include in such registration any Primary Shares; provided however that if underwriting all or a part of the Registrable Securities it holds, subject to the limitations required by the managing underwriter advises as provided for in Section 6.3(d) below. (d) Without the prior written consent of the Investors, the Company will not include in any registration under this Section 6.3 any securities other than (a) Registrable Securities, (b) shares of stock pursuant to Section 6.4 hereof, and (c) securities to be registered for offering and sale on behalf of the Company. If the managing underwriter(s) advise the Company in writing that in their opinion the number of shares of Registrable Securities and, if permitted hereunder, other securities in such offering, exceeds the number of shares of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Investor, the Company will include in such registration, prior to the inclusion of all any securities which are not shares of Registrable Shares and/or Primary Shares proposed Securities, the number of shares of Registrable Securities requested to be included that in the opinion of such registration would interfere with underwriters can be sold in an orderly manner within the successful marketing price range of such offering, subject to the following order of priority: (including pricingA) first, the securities requested to be included therein by the Investors, pro rata among the Investors on the basis of the Registrable Shares proposed number of shares of stock requested to be included in such registration; and (B) second, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares any other securities requested to be included in such registration (orby other Stockholders of the Company, if necessary, such Registrable Shares pro rata among such stockholders on the holders thereof based on basis of the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders shares of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares Stock requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or registration; and (C) in response third, the securities to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders registered on behalf of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration DateCompany.

Required Registration. a. At any time following the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price On or prior to the public of not less than $10,000,000), Filing Date the Company shall promptly prepare and file with the Commission a Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-1, Form SB-2 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-1, Form SB-2 or Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its best efforts to effect cause the registration Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold by the Purchaser or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in respect of the Registrable Conversion Shares which and the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to Warrant Shares based upon the contrarycomputation on the Closing Date, the Company shall not be obligated have twenty (20) Business Days to effect any registration under file such additional Registration Statement, and the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause such additional Registration Statement to become be declared effective more by the Commission as soon as possible, but in no event later than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month periodfiling. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. (a) At any time following the earlier of five (5) years after 180 days from the date of the Closing issuance and sale of the Preferred Stock, (as such term is defined in the Series B Purchase Agreementi) and six Doubletree, or (6ii) months after the Company’s Initial Offering, if the holders of Investors holding at least twenty percent (20%) 50% of the Registrable Shares then outstanding shall in writing state that such holders desire shares of the Preferred Eligible Securities may deliver to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000), a written request that the Company shall promptly file and use its best efforts to effect the cause to become effective a registration statement under the Securities Act with respect to such number of the Registrable Shares which Eligible Securities owned by Doubletree or the Company has been so requested to register by Investors as shall be specified in such Investors. b. Notwithstanding anything contained in this Section 2 to the contraryrequest (a "Registration Request"); provided, however, that the Company shall not be obligated to effect any such registration under pursuant to subsection (ii) on behalf of the Securities Act except Investors unless the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000. Except as otherwise provided in accordance with Section 2(b)(iv) and 2(b)(v) hereof, the following provisions: i. The Company shall not be obligated required to file and use its best efforts to file and cause to become effective effective, pursuant to a Registration Request under this Section 2, (a) more than three (3) two registration statements for at the holders demand of Doubletree, or (b) more than two registration statements at the demand of the Registrable Shares initiated Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 2(a) above. ii4 hereof). The Company may delay the filing or effectiveness of will also be entitled to include in any registration statement for a period of up to ninety (90) days after the date of a request for registration filed pursuant to this Section 2 if at a Registration Request, for sale in accordance with the time method of disposition specified in such request (A) the Company is engagedRegistration Request, or has fixed plans to engage within ninety (90) days such number of the time shares of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, Common Stock as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration desire to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. ivsell for its own account. If the Investors which are holders method of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so electsale designated is an underwritten public offering, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before must be reasonably acceptable to both the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effectiveRequesting Holder, or the holders of a majority of the Registrable Shares Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) The number of shares of Eligible Securities to be registered on behalf of the Company shall be reduced (to zero, if necessary); (ii) The number of shares of Eligible Securities to be registered on behalf of DeBo▇▇, ▇▇e Trusts and the Fix Partnership shall be reduced (to zero, if necessary) pro rata according to the number of shares of Eligible Securities held by each; and (iii) The number of shares of Eligible Securities to be registered on behalf of Doubletree and the Investors initiating shall be reduced pro rata according to the number of shares of Eligible Securities held by each; provided, however, that in connection with a Priority Demand the number of shares of Eligible Securities requested to be registered on behalf of the Investors shall only be reduced after the number of shares requested to be registered by Doubletree has been reduced to zero. (iv) Notwithstanding the foregoing, if in connection with anyRegistration Request made by Doubletree, the number of Eligible Securities requested to be registered by Doubletree shall have been reduced, the number of Registration Requests granted to Doubletree pursuant to clause 2(a) above shall be increased by one. (v) Notwithstanding the foregoing, if in connection with any Registration Request made by the Investors, the Investors requesting inclusion of Eligible Securities in such registration may request shall experience a reduction in the number of such Eligible Securities by 10% or more, the number of Registration Requests granted to the Investors pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii(vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The (c) Notwithstanding the foregoing provisions of this Section 2, the Company shall not be obligated to file or cause to become effective a registration statement for at the holders demand of any Holder pursuant to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration DateCompany convertible into or exercisable or exchangeable for Common Stock.

Required Registration. a. At (a) Subject to Section 4(b) below, at any time following after the earlier of five (5) years from the third anniversary of the date of the Closing (as such term is defined in the Series B Purchase Agreement) and this Agreement or six (6) months after the Company’s Initial Offeringclosing of an initial public offering, if the holders of Restricted Stock constituting at least twenty percent (20%) 40% in interest of the Registrable Conversion Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and may request the Company to effect the registration register under the Securities Act all or any portion of such Registrable Shares the Restricted Stock (such registration having an aggregate offering price to the public of but not less than an amount of Restricted Stock that would result in an anticipated aggregate offering price, net of selling expenses, of ten million dollars ($10,000,000), ) for sale in the Company shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by manner specified in such Investors. b. notice. Notwithstanding anything to the contrary contained in herein, no request may be made under this Section 2 to 4 within 180 days after the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness date of any registration statement for a period of up to ninety (90) days after on Form S-1 filed by the date of a request for Company. All registration pursuant to this Section 2 if at the time 4(a) are referred to herein as “Demand Registrations.” (b) Following receipt of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered any notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to under this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a)4, the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of immediately notify all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Restricted Stock and Preferred Shares requesting from whom notice has not been received and such holders shall then be entitled within 30 days thereafter to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw include in the requested registration all or not any portion of their shares of Restricted Stock. The Company shall use its reasonable best efforts to file register under the registration statement. In that eventSecurities Act, unless such request for public sale in accordance with the method of withdrawal was caused by, or made disposition described in paragraph (A) as a result of a delay pursuant to Section 2(b)(iia) above, the number of shares of Restricted Stock specified in such notice (B) and in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred all notices received by the Company through from other holders within 30 days after the date giving of such request to withdraw or not file notice by the registration statement. viCompany). The Company shall not be obligated to file effect, or cause to become effective take any action to effect, any registration of Restricted Stock pursuant to this Section 4 after the Company has effected registrations on two occasions pursuant to Section 4(a) and such registrations have been declared or ordered effective; provided, however, that a registration shall be deemed to be effected only when a registration statement covering at least 85% of the shares of Conversion Shares specified in notices received as aforesaid for sale in accordance with the method of disposition specified by the requesting holders shall have become effective or if such registration statement has been withdrawn prior to the consummation of the offering at the request of the holders of a majority of the Registrable Conversion Shares initiated to be registered pursuant thereto (other than as a result of a Material Adverse Change). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form S-4 or registrations relating solely to employee benefit plans on Forms S-1 or S-8 or any successors thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 2(a4 until the completion of the period of distribution of the registration contemplated thereby. (d) above during If in the 180-day period beginning opinion of the managing underwriter the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, shares to be sold by the holders of Restricted Stock, if any, shall be excluded only after any shares to be sold by the Company have been excluded. (e) Unless the holders requesting a Demand Registration have been able to include all of the Restricted Stock requested by such holders in such Demand Registration, the Company shall not include in such Demand Registration any securities which are not Restricted Stock. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of shares of Restricted Stock and, if permitted hereunder, other securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the holders of Conversion Shares making such Demand Registration, the Company shall include in such registration: (i) first, Conversion Shares pro rata among the holders of such Conversion Shares on the Registration Datebasis of the number of Conversion Shares owned by such holders, (ii) the Restricted Stock other than Conversion Shares, pro rata among the holders of such Restricted Stock other than Conversion Shares on the basis of the number of shares (other than Conversion Shares) owned by such holders, and (iii) third, securities for the Company’s account and (iv) fourth, other securities which are not Restricted Stock requested to be included in such registration pursuant to contractual obligation rights, pro rata among the holders thereof on the basis of the number of their securities requested to be included therein.

Required Registration. a. At any time following the earlier of five (5) years from Following the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial OfferingF Stock are converted into Common Stock, if the holders upon request of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000), the Company shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by shares of Common Stock received upon conversion of the Investors initiating such Series F Stock, the Issuer will file a registration may request statement on Form S-1 (or S-3 if conditions change to allow the Company Issuer to withdraw or not use S-3) (the “Registration Statement”) for the resale of the Common Stock underlying the Series F Stock purchased at Closing. The Issuer agrees to use commercially reasonable efforts to file a Registration Statement as soon as possible after such request; provided, however, that if the registration statement. In that event, unless Issuer is not eligible to use Form S-3 and if such request of withdrawal was caused byis made within one hundred twenty (120) days before the date that the Issuer’s next regularly scheduled Annual Report on Form 10-K is due, or made the Issuer shall not be required to make such filing until the date that is sixty (A60) days following the date the Issuer files its next regularly scheduled Annual Report on Form 10-K. The Issuer shall subsequently use commercially reasonable efforts to cause the SEC to declare the Registration Statement effective as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to soon as possible. The Issuer shall thereafter maintain the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations effectiveness of the Company not actually known Registration Statement until the earlier of (without imputing a) the knowledge of any other Person to such holders) by date on which all the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to Registrable Securities have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares been sold pursuant to the exercise Registration Statement or Rule 144 promulgated under the Securities Act (“Rule 144”), (b) such time as the Issuer reasonably determines, based on an opinion of such one registration right counsel, that all of the Holders will be eligible to sell under Rule 144 all of the Securities then owned by the Holders within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Registration Statement, and (c) the first anniversary of the date the Registration Statement was declared effective by the SEC. The Registration Statement filed pursuant to this Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders 7.2 may include other securities of the Registrable Shares initiated pursuant Issuer that are held by Persons who, by virtue of agreements with the Issuer, are entitled to Section 2(a) above during the 180-day period beginning on the Registration Datesimilar registration rights.

Required Registration. a. At On any time date after 180 days following --------------------- the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial OfferingRegistration Date, if the Corporation shall be requested by the holders (other than Camelot Stockholders) of at least twenty thirty percent (2030%) (on a Common Stock equivalent basis) of the Registrable Restricted Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000)Shares, the Company Corporation shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company Corporation has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to register; provided, however, that the contrary, the Company Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company (a) the Corporation shall not be obligated to use its best efforts to file and cause to become effective (i) more than three (3) two registration statements for the holders initiated pursuant to this Section 2 under which a substantial portion of the Registrable Shares requested to be included therein have been effectively sold thereunder, (ii) any registration statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days or (iii) any registration statement initiated pursuant to this Section 2(a2 unless such registration statement relates to Registrable Shares having a minimum aggregate offering price of $10,000,000 (based on the then current market price or fair value of the Common Stock); (b) above. ii. The Company the Corporation may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) 90 days after the date of a request for registration pursuant to this Section 2 if at the time of such request (Ai) the Company Corporation is engaged, or has fixed plans to engage within ninety (90) 90 days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, 3 or (Bii) the Company Corporation reasonably determines that such registration and offering would be materially detrimental to interfere with any material transaction involving the Company and its stockholdersCorporation, as approved by the Board; providedBoard of Directors, however, provided that the Company Corporation may only so delay the filing or effectiveness of a registration statement once pursuant to this Section 2(bclause (i) for a total of ninety (90) days after the date of a request for registration above and once pursuant to Section 2(a)clause (ii) above; and provided further that the Company may not utilize this right more than once in any twelve and (12c) month period. iii. With with respect to any registration pursuant to this Section 2(a)2, the Company Corporation shall give notice of such requested registration to the Investors who do not request registration hereunder, hereunder and to the holders of all Other Shares which are entitled to registration rights and the Company Corporation may include in such registration any Primary Shares or Other Shares; provided however provided, however, that if the managing underwriter advises the Company Corporation that the inclusion of all Registrable Shares, Primary Shares and/or Primary Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Primary Other Shares proposed to be included in such registration shall be included in the following order: (Ai) first, the Registrable Shares requested to be ----- included in such registration pursuant to the demand right above and the Registrable Securities (as defined in the Heller Warrant Purchase Agreements) requested to be included in such registration (or, if necessary, such Registrable Shares and Registrable Securities among the holders thereof based upon the number of Registrable Shares and Registrable Securities requested to be registered by each such holder); (iii) third, the Other Shares that are entitled to ----- registration rights and any Registrable Shares held by the Camelot Stockholders and the Petra/Harbinger Stockholders that are entitled to registration rights (or, if necessary, such Registrable Shares and Other Shares pro rata among the holders thereof based on upon the number of such Registrable Shares and Other Shares requested to be registered by each such holder); and. (Bd) secondIf the method of disposition requested by the holders, pursuant to this Section 2, is an underwritten public offering, the Primary Shares. iv. If majority of the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant therein shall have the right to Section 2(a) so elect, designate the offering managing underwriter of such Registrable Shares pursuant to such registration offering, which underwriter shall be in a top 15 investment bank as rated by Securities Data Corp. at the form of an underwritten offering. The Investors holding a majority time of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offeringrequest. v. (e) At any time before the registration statement covering such Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the such Registrable Shares held by the Investors initiating such registration Shares, may request the Company Corporation to withdraw or not to file the registration statement. In that event, unless if such request of withdrawal was shall not have been caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to to, the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to Corporation, such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under this Section 2(b)(i) 2 and the Company Corporation shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to this Section 2(a) 2 unless the remaining holders of Registrable Shares shall pay to the Company Corporation the expenses incurred by the Company Corporation through the date of such request to withdraw or not file the registration statementrequest. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following (a) The Company shall, no later than sixty (60) days after the earlier of five (5) years from the date of the Last Closing (as such term is defined in the Series B Purchase AgreementSubscription Agreements), file a registration statement (the "Registration Statement") and six on Form S-l (6) months after or other suitable form, at the Company’s Initial Offering's discretion but subject to the reasonable approval of Subscribers) with the Securities and Exchange Commission (the "SEC"). The Company shall, if within ten (10) days of the holders filing of the Registration Statement, send a copy of the Registration Statement to Subscribers. Such Registration Statement shall initially cover the resale of a number of shares of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants equal to at least twenty percent (20%one million five hundred thousand ( 1,500,000) shares of Common Stock, allocated and reserved pro rata among the Registrable Shares then outstanding Subscribers and ▇▇▇▇▇▇ or designees of ▇▇▇▇▇▇, and shall in writing state that cover, to the extent allowable by applicable law, such holders desire to sell Registrable Shares in the public securities markets and request the Company additional indeterminate number of shares of Common Stock as are required to effect the registration under full conversion of the Securities Act Preferred Stock and the full exercise of such Registrable Shares (such registration having an aggregate offering the Warrants, due to fluctuations in the price to of the public of not less than $10,000,000), the Company's Common Stock. The Company shall promptly use its best efforts to have the Registration Statement declared effective as soon as possible. In the event that the Company determines or is notified by a Holder that the Registration Statement does not cover a sufficient number of shares of Common Stock to effect the registration under the Securities Act conversion of all Preferred Stock then eligible for conversion, including Preferred Stock issuable upon exercise of warrants to purchase Series A Preferred Stock of the Registrable Shares which Company, and exercise of the outstanding Warrants, the Company has been so requested shall, within five (5) business days, amend the Registration Statement or file a new registration statement to register by add such Investors. b. Notwithstanding anything contained in this Section 2 number of additional shares as would be necessary to effect all such conversions of the contraryPreferred Stock and exercises of the Warrants. If the Registration Statement is not declared effective within five (5) calendar months after the Last Closing or if any new or amended registration statement required to be filed hereunder is not declared effective within two (2) calendar months of the date it is required to be filed, the Company shall not pay Subscribers an amount equal to two percent (2%) per month of the aggregate amount of Preferred Stock sold to Subscriber in the Offering, compounded monthly and accruing daily until the Registration Statement is declared effective (the "Late Registration Payment"), payable, at each Subscriber's option, in either cash or Common Stock. If Subscriber elects to be obligated paid in cash, such Late Registration Payment shall be paid to such Subscriber within five (5) business days following the end of the month in which such Late Registration Payment was accrued. If Subscriber elects to be paid in Common Stock, such number of shares shall be determined as follows: Upon conversion of each share of Preferred Stock, the Company shall issue to Subscriber the number of shares of Common Stock determined as set forth in Section 5(a) of the Certificate of Designation plus an additional number of shares of Common Stock (the "Additional Shares") determined as set forth below: Additional Shares = Late Registration Payment ------------------------- Conversion Price where, "Conversion Price" has the definition ascribed to it in the Certificate of Designation. Such Additional Shares shall also be deemed "Registrable Securities" as defined herein. (b) The Registration Statement shall be prepared as a "shelf" registration statement under Rule 415, and shall be maintained effective until the Holders of the Registrable Securities have completed a distribution of such Securities. (c) The Company represents that it is presently eligible to effect any the registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to contemplated hereby on Form S- 1 and will use its best efforts to file and cause continue to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant take such actions as are necessary to Section 2(a) abovemaintain such eligibility. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following (a) Subject to the earlier existing registration rights of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least Series D Preferred Stock, within ninety (90) to one hundred twenty percent (20%120) of days after the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000)Closing Date, the Company shall promptly prepare and file a registration statement under the Securities Act, on a form selected by the Company, covering the Restricted Stock and shall use its commercially reasonable efforts to cause such registration statement to become effective as expeditiously as possible and to remain effective until the earlier to occur of the date (i) the Restricted Stock covered thereby have been sold, or (ii) by which all Restricted Stock covered thereby may be sold under Rule 144, without volume limitations. (b) Following the effectiveness of a registration statement filed pursuant to this section, the Company may, at any time, suspend the effectiveness of such registration for up to 45 days, as appropriate (a "Suspension Period"), by giving notice to the Holders of Restricted Stock, if ------------------ the Company shall have determined that the Company may be required to disclose any material corporate development which disclosure may have a Material Adverse Effect on the Company. Notwithstanding the foregoing, no more than two Suspension Periods (i.e., 90 days) may occur in immediate succession. The Company shall use its best efforts to effect limit the registration under the Securities Act duration and number of the Registrable Shares which any Suspension Periods. The Holders of Restricted Stock agree that, upon receipt of any notice from the Company has been so requested to register of a Suspension Period, the Holders of Restricted Stock shall forthwith discontinue disposition of Restricted Stock covered by such Investors. b. Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period or prospectus until the Holders of up to ninety Restricted Stock (90i) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, are advised in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved writing by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion use of all Registrable Shares and/or Primary Shares proposed the applicable prospectus may be resumed, (ii) have received copies of a supplemental or amended prospectus, if applicable, and (iii) have received copies of any additional or supplemental filings which are incorporated or deemed to be included in incorporated by reference into such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Sharesprospectus. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following (a) On or before May 21, 2001, the earlier Company shall prepare and file a registration statement on Form S-3 under the Securities Act, covering the Restricted Stock and shall use its best efforts to cause such registration statement to become effective as expeditiously as possible and to remain effective until the earliest to occur of five (5i) years from the date the Restricted Stock covered thereby has been sold, (ii) the date by which all Restricted Stock covered thereby may be sold under Rule 144 without restriction as to volume, or (iii) the date which is the twenty-fourth month anniversary of the Closing Date, except for the Warrant Shares, the date which is the forty-second month anniversary of the Closing Date. (b) Following the effectiveness of a registration statement filed pursuant to this section, the Company may, at any time, suspend the effectiveness of such registration for up to thirty (30) days, as such term is defined in appropriate (a "Suspension Period"), by giving notice to the Series B Purchase Agreement) and six (6) months after the Company’s Initial OfferingHolders of Restricted Stock, if the holders Company shall have determined that the Company may be required to disclose any material corporate development which disclosure may have a Material Adverse Effect on the Company. Notwithstanding the foregoing, no more than two Suspension Periods may occur during any twelve-month period. The Company shall use its best efforts to limit the duration and number of at least twenty percent any Suspension Periods. The Holders of Restricted Stock agree that, upon receipt of any notice from the Company of a Suspension Period, the Holders of Restricted Stock shall forthwith discontinue disposition of Restricted Stock covered by such registration statement or prospectus until the Holders of Restricted Stock (20%i) are advised in writing by the Company that the use of the Registrable Shares then outstanding shall in writing state that applicable prospectus may be resumed, (ii) have received copies of a supplemental or amended prospectus, if applicable, and (iii) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such holders desire prospectus. (c) If the registration statement required to sell Registrable Shares in the public securities markets and request be filed pursuant to Section 7.1(a) has not been filed by the Company to effect with the registration under Commission by the Securities Act of fifth (5th) day following the Closing Date or has not been declared effective by the Commission within sixty (60) calendar days after the Closing Date (either event, a "Registration Default"), then following such Registrable Shares (Registration Default and until such Registration Default is cured by the Company filing such registration having an aggregate offering price to statement with the public of not less than $10,000,000Commission and such registration statement being declared effective by the Commission (a "Registration Cure"), the Company shall promptly use its best efforts pay to effect each Investor an amount (the registration under "Default Payment") equal to the Securities Act product of (x) one thirtieth of one percent of the Registrable Shares Required Payment paid by such Investor on the Closing Date, multiplied by (y) the number of days which elapse between the date of the Registration Default and the date of the Registration Cure (the "Registration Default Period"). The Default Payment may be paid in either cash or additional Shares, such form of payment to be determined at the election of the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 each 30 days during the Registration Default Period up to the contrary150th day following the date of this Agreement and thereafter to be determined at the election of the Investors each 30 days during the Registration Default Period, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for number of additional Shares calculated based upon the holders closing price of the Registrable Shares initiated pursuant Company's Common Stock on the Nasdaq National Market on the trading day immediately prior to Section 2(a) above. iithe end of the period with respect to which such Default Payment relates. The Company may delay and the filing Investors agree that the damages resulting from a Registration Default would be difficult or effectiveness impossible to determine and that the Default Payment represents a reasonable approximation of any registration statement the anticipated damages. Accordingly, the Investors agree that the receipt of the Default Payment shall be Investors' sole and exclusive remedy under this Agreement or otherwise for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) Registration Default, and in no event shall the Company is engagedbe liable for any lost profits, consequential, special, punitive or has fixed plans to engage within ninety (90) days of the time of such requestsimilar damages, in no matter how identified, resulting from a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month periodRegistration Default. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following (a) Upon the earlier written request of five (5) years from the date all of the Closing (as such term is defined in Shareholders delivered to the Series B Purchase Agreement) and six (6) months Company on or after the Company’s Initial OfferingPayment Date for Year Four, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the shall prepare and file as soon as reasonably practicable a registration statement under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000), the Company shall promptly use its best efforts to effect the registration under the Securities Act covering all of the Registrable Shares which Securities and shall use its commercially reasonable efforts to cause such registration statement to become effective as expeditiously as possible; PROVIDED that the Company has been so requested may delay filing any registration statement and withhold efforts to register by cause any such Investors. b. Notwithstanding anything contained in registration statement to become effective pursuant to this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety a maximum of 180 days if (90i) (A) in the opinion of counsel for the Company, the Company would thereby be required to disclose information relating to pending corporate developments or business transactions (including any financing) involving the Company not otherwise required by law to be publicly disclosed and (B) in the good faith judgment of the Board such disclosure at such time could have a material adverse effect on the Company or on any such corporate development or business transaction or (ii) in the good faith judgment of the Board such registration would have a material adverse effect on a registered public offering of securities by the Company then in process (which registered public offering will give rise to the incidental registration rights set forth in Section 3 hereof upon its consummation). Following the delay of the filing of a registration statement or withholding of efforts to cause any registration statement to become effective in accordance with the above, the Company shall promptly proceed with such filing or resume efforts to cause a declaration of effectiveness at the earliest time such disclosure can be made without material adverse effect or such other public offering is abandoned or completed (subject to section 2(c) hereof), as the case may be, whether or not such 180-day period has expired. The Company shall include in such registration statement all shares of Registrable Securities. (b) The Company shall be obligated to prepare, file and use its commercially reasonable efforts to cause to become effective only one registration statement pursuant to this Section 2 and shall be obligated to maintain the effectiveness of such registration statement until the earlier of (i) the sale of all shares registered pursuant thereto or (ii) the date that is 120 days after the date on which the registration statement is initially declared effective. (c) Notwithstanding the requirements of Section 2(a), the Company (i) shall not be required by this Section 2 to effect a registration of Registrable Securities unless Form S-3 or other equivalent form is then available for such registration and (ii) shall not be required to effect a registration of Registrable Securities pursuant to this Section 2 within the 180-day period immediately following the effective date of any underwritten offering of securities by the Company. (d) If Shareholders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall provide the Company with the name of the managing underwriter or underwriters (the "managing underwriter") that a majority in interest of the Shareholders propose to employ, which managing underwriter shall be reasonably acceptable to the Company, as a part of their request made pursuant to this Section 2, and the Shareholders shall include such information in the written notice referred to in Section 2(a). If no such notice is provided, the Company may at its option require distribution of such securities by means of a request for firm commitment underwriting and may choose the managing underwriter, so long as such underwriter is a nationally recognized underwriting firm, which managing underwriter shall be reasonably acceptable to a majority in interest of the Shareholders. In either such event the right of any Holder to registration pursuant to this Section 2 if at the time of shall be conditioned upon such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include Holder's participation in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that underwriting and the inclusion of all such Holder's Registrable Shares and/or Primary Shares proposed Securities in the underwriting to be included in such registration would interfere with the successful marketing extent requested (including pricing) unless otherwise mutually agreed by the Holders of a Majority of the Registrable Shares proposed Securities and such Holder) to be included in the extent provided herein. All Holders proposing to distribute their securities through such registrationunderwriting shall enter into (together with the Company) an underwriting agreement with the underwriter or underwriters selected for such underwriting, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) firstmanner set forth above, the Registrable Shares requested to be included provided that such underwriting agreement is in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the customary form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers and is reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders Holders of a majority of the shares of Registrable Shares held by Securities. (e) If the Investors initiating such registration may request managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company to withdraw or not to file the registration statement. In that eventand, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response subject to the material adverse effect requirements of an event on the businessSection 7 hereof, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Company's securities may include securities for its (or their) own account in such registration if (i) the managing underwriter so agrees and (ii) the number of Registrable Shares initiated pursuant to Section 2(aSecurities which would otherwise have been included in such registration and underwriting will not thereby be limited and (iii) above during the 180-day period beginning such other securities are then registrable on the Registration DateForm S-3.

Required Registration. a. At any time following The Company shall use its diligent best efforts to prepare and file with the earlier of five (5) years from Commission, on or before the date that is 60 days after the Closing Date, a registration statement, which may be a post-effective amendment to an existing registration statement of the Company, for the purpose of effecting a Registration of the sale of the Registrable Stock issued by the Company pursuant to Subsection 2.1 of the Purchase Agreement The Company shall use its diligent best efforts to prepare and file with the Commission, on or before the date that is 60 days after the six month anniversary of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after Date, a registration statement, which may be a post-effective amendment to an existing registration statement of the Company’s Initial Offering, if for the holders purpose of at least twenty percent (20%effecting a Registration of the sale of any Registrable Stock that may be issued by the Company pursuant to Subsection 2.2 of the Purchase Agreement and Section 1(a) of the Conditional Promissory Note referenced therein. The Company shall use its diligent best efforts to prepare and file with the Commission, on or before the date that is 60 days after the one year anniversary of the Closing Date, a registration statement, which may be a post-effective amendment to an existing registration statement of the Company, for the purpose of effecting a Registration of the sale of any Registrable Shares then outstanding shall in writing state Stock that such holders desire to sell Registrable Shares in the public securities markets and request may be issued by the Company pursuant to effect Section 2.2 of the registration under Purchase Agreement and Section 1(b) of the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000), the Conditional Promissory Note referenced therein. The Company shall promptly use its diligent best efforts to effect such Registration as soon as practicable (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities laws). The Company shall use its reasonable best efforts to cause the Registrations to become effective and to keep such Registrations continuously effective until the earlier of (a) the second anniversary of the date hereof, (b) the date on which all Registrable Stock have been sold pursuant to such registration under statement or Rule 144 and (c) the Securities Act date on which all of the Registrable Shares which the Company has been so requested to register Stock held by such Investors. b. Notwithstanding anything contained Holder may be sold in this Section 2 to the contraryany consecutive three month period in accordance with Rule 144; PROVIDED, HOWEVER, that the Company shall not be obligated to effect maintain the effectiveness of any registration Registration that is not effected under Rule 415 for a period in excess of 120 days; PROVIDED, FURTHER, that the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts take any action to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing effect any such Registration, qualification or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration compliance pursuant to this Section 2 if at in any particular jurisdiction in which the time Company would be required to (x) execute a general consent to service of process in effecting such request (A) Registration, qualification or compliance unless the Company is engaged, already subject to service in such jurisdiction or has fixed plans to engage within ninety (90y) days of the time of such request, qualify as a foreign corporation in a firm commitment underwritten public offering of Primary Shares any jurisdiction in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3Company is not then qualified. Notwithstanding the foregoing, and the Company has delivered notice shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 120 days during any one-year period ending on December 31, if the Company furnishes to the holders of Registrable Shares thereof within thirty (30) days Holders a certificate signed by an executive officer or any director of the registration request made pursuant to Section 2(a) hereofCompany stating that, or (B) in the Company reasonably determines that such registration and offering good faith judgment of the Company, it would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that stockholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company may only delay has elected to defer the filing or effectiveness of a such registration statement pursuant to this Section 2(b) for (or suspend sales under a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the filed registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement). vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following The Company shall prepare and no later than the earlier Filing Deadline, file with the Commission a Registration Statement covering the resale of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) all of the Registrable Shares then outstanding Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to 125% of the sum of the maximum number of shares of Common Stock issuable upon exercise of the Warrant at the initial conversion price thereof (the “Initial Required Registration Amount”). The Registration Statement filed hereunder shall be on Form S-1 in writing state that such holders desire connection with the Liquidity Event. Subject to sell Registrable Shares in the public securities markets and request terms of this Agreement, the Company shall cause each Registration Statement required to effect the registration be filed under this Agreement to be declared effective under the Securities Act of as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Deadline, and shall keep such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000), the Company shall promptly use its best efforts to effect the registration Registration Statements continuously effective under the Securities Act of until the earlier of: (i) the date that all Registrable Shares which the Company has been so requested to register Securities covered by such Investors. b. Notwithstanding anything contained in this Section 2 to Registration Statement no longer constitute Registrable Securities, or (ii) the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders two year anniversary of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at Agreement (the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a“Effectiveness Period”); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be obligated the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to final Prospectus as foresaid shall be deemed an Event under Section 2(a) above during the 180-day period beginning on the Registration Date2(d).

Required Registration. a. (a) At any time following (x) with respect to the earlier of five (5) years from Series A Preferred Shareholders, after the date hereof or (y) with respect to the Significant Common Shareholders, commencing one hundred eighty (180) days after the closing of the Closing Initial Public Offering, each of (as such term is defined in i) the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) A Preferred Shareholders holding a majority of the Registrable Shares then outstanding shall in writing state Securities held by such Series A Preferred Shareholders, and (ii) the Significant Common Shareholders holding a majority of the Registrable Securities held by such Significant Common Shareholders, as applicable, may request that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration register under the Securities Act all or any portion of the shares of Registrable Securities held by such Series A Preferred Shareholders or Significant Common Shareholders, as applicable (the “Initiating Holder(s)”), for sale in the manner specified in such notice, such Registrable Securities having an anticipated aggregate offering price, prior to underwriting discounts and commissions, of at least the lesser of $10,000,000 or the balance of the Initiating Holder’s Registrable Securities. (b) Following receipt of any notice from the Series A Preferred Shareholders as Initiating Holders under Section 2.2(a) hereof of a request for the Company to register their Registrable Shares in connection with the Initial Public Offering, within fifteen (15) days after receipt of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000)notice, the Company shall promptly notify all Investors (other than the Initiating Holders) and thereafter shall use its best commercially reasonable efforts to effect the registration register under the Securities Act Act, for public sale in accordance with the method of disposition specified in the notice from the Initiating Holder(s), the number of shares of Registrable Securities specified in the notice from the Initiating Holder(s) (and in all notices received by the Company from the Significant Common Shareholders within thirty (30) days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the managing underwriter shall be selected by the Board of Directors of the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Investor to include such Investor’s Registrable Shares which Securities in such registration shall be conditioned upon such Investor’s participation in such underwriting and the inclusion of such Investor’s Registrable Securities in the underwriting to the extent provided herein. All Investors proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation on the number of shares to be underwritten, then the Company has been shall so advise all Investors of Registrable Securities that otherwise would be underwritten pursuant to hereto, and the number of shares that may be included in the underwriting shall be allocated (i) first, to the Investors selling Registrable Securities, pro rata according to the total amount of Registrable Securities requested to register be included in such registration by each selling Investor, and (ii) second, to any other shareholder of the Company whose shares may be included in such Investorsregistration. b. (c) Following receipt of any notice from the Initiating Holders under Section 2.2(a) hereof, except in connection with the Initial Public Offering, the Company shall, within fifteen (15) days after receipt of such notice, notify all Holders (other than the Initiating Holder(s)) and thereafter shall use commercially reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in the notice from the Initiating Holder(s), the number of shares of Registrable Securities specified in the notice from the Initiating Holder(s) (and in all notices received by the Company from other Holders within thirty (30) days after the giving of such notice by the Company). Notwithstanding anything contained in this Section 2 to the contraryforegoing, the Company shall not be obligated required to effect any registration under give the Securities Act except in accordance with Holders (other than the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3Investors) registration statements for the holders prior notice of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement being filed by the Company in response to a notice from the Initiating Holders under Section 2.2(a) hereof provided that the Company provides the Holders entitled to participate in such registration a thirty-day period to give notice of their desire to include their shares of Registrable Securities such registration, subject to the other provisions of this Section 2.2. If such method of disposition shall be an underwritten public offering, the managing underwriter shall be selected by the Board of Directors of the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a period limitation on the number of up shares to ninety be underwritten, then the Company shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant to hereto, and the number of shares that may be included in the underwriting shall be allocated (90i) days after first, to the date Holders selling Registrable Securities, pro rata according to the total amount of Registrable Securities requested to be included in such registration by each selling Holder, and (ii) second, to any other shareholder of the Company whose shares may be included in such registration. (d) Notwithstanding the foregoing or the provisions of Section 2.5(a) below, if the Company shall furnish to Holders requesting a request for registration statement pursuant to this Section 2 if at 2.2, a certificate signed by the time President or Chief Executive Officer of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days stating that in the good faith judgment of the time Company’s Board of such requestDirectors, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering it would be materially detrimental to the Company and its stockholdersshareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, as approved by because such action would (i) materially impede, delay, interfere with or otherwise adversely affect any pending financing, registration of securities, acquisitions, corporate reorganization or other significant transaction involving the Board; providedCompany, however, (ii) would require disclosure of non-public material information that the Company may only delay 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, then the Company shall have the right to defer taking action with respect to such filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total period of not more than ninety (90) days after the date receipt of a the request for registration pursuant to Section 2(a)of the Initiating Holders; and provided further provided, however, that the Company may not utilize this right more than once in any twelve (12) twelve-month period. iii. With respect to any registration pursuant to Section 2(a)(e) The Series A Preferred Shareholders, the Company shall give notice of such requested registration to the Investors who do not request registration hereunderas a group, and the Company Significant Common Shareholders, as a group, may include in each effect two (2) registrations pursuant to this Section 2.2, provided, however, that such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration obligation shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in deemed satisfied only when a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering all shares of Registrable Shares pursuant to Section 2(a) becomes effectiveSecurities specified in notices received as set forth above, for sale in accordance with the method of disposition specified by the requesting Investors, shall have been declared effective by the Commission. In addition, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file effect, or cause to become take any action to effect, any registration pursuant to this Section 2.2: (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filings of, and ending on a date that is one hundred eighty (180) days after the effective date of, a registration subject to Section 2.3 below; or (ii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or (iii) if within fifteen (15) days of receipt of a written request from the Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to make a public offering of securities of the Company (excluding offerings relating to employee benefits plans or corporate reorganizations or other transactions under Rule 145 of the Securities Act) within ninety (90) days of the date of such notice; provided, however, in no event shall the amount of Registrable Securities of the selling Holders included in the offering be reduced below 35% of the total amount of securities included in such offering; provided, further, however, that if such offering is completed, in no event shall it reduce the number of registrations that the Series A Preferred Shareholders and the Significant Common Shareholders, as applicable, may effect pursuant to this Section 2.2(e); provided, further, however, that if such offering is not complete within such ninety (90) day period, the Company shall be required to effect a registration under this Section 2.2 notwithstanding any intended public offering. (f) The Company shall be entitled to include in any registration statement referred to in this Section 2.2, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities to be sold. (g) For purposes of this Section 2.2 (and Sections 2.3 and 2.4 hereof), the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, provided, however, that in any underwritten public offering contemplated by this Section 2.2 or Sections 2.3 and 2.4, the holders of Series A Preferred Shares shall be entitled to sell such Series A Preferred Shares to the Registrable Shares initiated pursuant to Section 2(a) above during underwriters for conversion and sale of the 180-day period beginning on the Registration Dateshares of Common Stock issued upon conversion thereof.

Required Registration. a. (a) At any time following the earlier of five (5) years from after the date of the Closing (as such term is defined in the Series B Purchase this Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request whenever the Company to effect shall receive a written request therefor from Initiating Holders, the Company shall prepare and file as soon as reasonably practicable a registration statement under the Securities Act covering the shares of Registrable Securities which are the subject of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000), the Company request and shall promptly use its best efforts to effect the cause such registration under the Securities Act of the Registrable Shares which statement to become effective as expeditiously as possible; PROVIDED that the Company has been so requested may delay filing any registration statement and withhold efforts to register by cause any such Investors. b. Notwithstanding anything contained in registration statement to become effective pursuant to this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety a maximum of one hundred eighty (90180) days if (i) (A) in the opinion of counsel for the Company, the Company would thereby be required to disclose information relating to pending corporate developments or business transactions (including any financing) involving the Company not otherwise required by law to be publicly disclosed and (B) in the good faith judgment of the Board such disclosure at such time could have a material adverse effect on the Company or on any such corporate development or business transaction or (ii) in the good faith judgment of the Board such registration would have a material adverse effect on a registered public offering of securities by the Company then in process (which registered public offering will give rise to the incidental registration rights set forth in Section 3 hereof upon its consummation). Following the delay of the filing of a registration statement or withholding of efforts to cause any registration statement to become effective in accordance with the above, the Company shall promptly proceed with such filing or resume efforts to cause a declaration of effectiveness at the earliest time such disclosure can be made without material adverse effect or such other public offering is abandoned or completed (subject to section 2(c) hereof), as the case may be, whether or not such 180-day period has expired. Upon making such request upon the Company, the Initiating Holders shall give prompt written notice to all Holders of Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such shares of Registrable Securities for which it has received written requests to register such shares by the Holders thereof within fifteen (15) days after the receipt of written notice from the Initiating Holders; provided the Holders of Registrable Securities acknowledge that a delay in completing such registration may result from the longer notice periods afforded to ▇▇▇▇▇▇ under the ▇▇▇▇▇▇ Registration Rights. (b) The Company shall be obligated to prepare, file and use its best efforts to cause to become effective only two registration statements pursuant to this Section 2 and shall be obligated to maintain the effectiveness of each such registration statement until the earlier of (i) the sale of all shares registered pursuant thereto or (ii) the date that is one hundred twenty (120) days after the date on which the registration statement is initially declared effective. (c) The Company (i) shall not be required by this Section 2 to effect a registration of Registrable Securities unless Form S-3 or other equivalent form is then available for such registration (provided the Commission has not denied the use of Form S-3 or such equivalent form solely as a result of the Company's Form 10-SB not having been declared effective) and (ii) shall not be required to effect a registration of Registrable Securities pursuant to this Section 2 within the 180-day period immediately following the effective date of any underwritten offering of securities by the Company. (d) If the Holders initiating a request for the registration of Registrable Securities pursuant to this Section 2 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall provide the Company with the name of the managing underwriter or underwriters (the "managing underwriter") that a majority in interest of the Initiating Holders requesting such registration propose to employ, which managing underwriter shall be reasonably acceptable to the Company, as a part of their request made pursuant to this Section 2, and the Initiating Holders shall include such information in the written notice referred to in Section 2(a). If no such notice is provided, the Company may at its option require distribution of such securities by means of a firm commitment underwriting and may choose the managing underwriter, so long as such underwriter is a nationally recognized underwriting firm, which managing underwriter shall be reasonably acceptable to a majority in interest of the Initiating Holders. In either such event the right of any Holder to registration pursuant to this Section 2 if at shall be conditioned upon such Holder's participation in such underwriting and the time inclusion of such request Holder's Registrable Securities in the underwriting to the extent requested (A) unless otherwise mutually agreed by the Company is engaged, or has fixed plans to engage within ninety (90) days Holders of a Majority of the time of Registrable Securities initiating such requestrequest for registration and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into (together with the Company) an underwriting agreement with the underwriter or underwriters selected for such underwriting, in the manner set forth above, provided that such underwriting agreement is in customary form and is reasonably acceptable to the Holders of a firm commitment underwritten public offering majority of Primary Shares in which the holders shares of Registrable Shares may include Registrable Shares Securities to be included in such registration. (e) The Holders acknowledge that pursuant to Section 3the ▇▇▇▇▇▇ Registration Rights, and ▇▇▇▇▇▇ has the Company has delivered notice right to the holders of Registrable Shares thereof within thirty (30) days of the participate in any registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement effected pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that 2. The Initiating Holders shall assist the Company may not utilize in providing notice to ▇▇▇▇▇▇ of any registration to be effected under this right more than once in any twelve (12) month periodSection 2. iii. With respect to (f) Notwithstanding any registration pursuant to other provision of this Section 2(a)2, the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter of an underwritten distribution advises the Company Company, the Holders of Registrable Securities participating in such registration and ▇▇▇▇▇▇, to the extent it is participating in such registration, in writing that in its good faith judgment the inclusion of all the Registrable Shares and/or Primary Shares proposed Securities requested to be included in such registration would interfere with materially adversely affect the successful marketing (including pricing) distribution of the Registrable Shares proposed all securities to be included offered in such registration, then (i) the number of shares of Registrable Shares and/or Primary Shares proposed Securities and shares of Common Stock held by ▇▇▇▇▇▇, if any, to be included in such registration shall be included reduced to that number of shares which in the following order: good faith judgment of the managing underwriter can be sold in such offering and (Aii) firstthis reduced number of shares shall be allocated among all Holders thereof and ▇▇▇▇▇▇ in proportion, as nearly as practicable, as each such Holder's and ▇▇▇▇▇▇'▇ shares proposed to be registered bears to the Registrable Shares requested aggregate number of shares held by such Holders and ▇▇▇▇▇▇ proposed to be included in such offering at the time of the filing of the registration (or, if necessary, such statement. Those Registrable Shares pro rata among Securities which are excluded from the holders thereof based on underwriting by reason of the number of managing underwriter's marketing limitation and all other Registrable Shares Securities not originally requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be so included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to not be included in such registration and shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made be (A) as withheld from the market by the Holders thereof for a result period, not to exceed one hundred eighty (180) days following the effective date of a delay pursuant such registration, which the managing underwriter reasonably determines is necessary to Section 2(b)(ii) above, effect the underwritten public offering and (B) in response upon notice from the Company, withheld from the market by the Holders thereof for a period not to exceed thirty (30) days prior to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the effective date of such request to withdraw or not file the registration statementregistration. vi. The (g) If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company shall not be obligated and, subject to file or cause to become effective a registration statement for the requirements of Section 7 hereof, other holders of the Company's securities in addition to ▇▇▇▇▇▇ may include securities for its (or their) own account in such registration if (i) the managing underwriter so agrees and (ii) the number of Registrable Shares initiated pursuant to Section 2(aSecurities which would otherwise have been included in such registration and underwriting will not thereby be limited and (iii) above during the 180-day period beginning such other securities are then registrable on the Registration DateForm S-3.

Required Registration. a. (a) At any time following after the earlier of five (5) years from the date Registration Date, if any of the Closing (as such term is defined in Demanding Holders shall request that the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to Corporation effect the registration of Registrable Shares under the Securities Act of such Registrable Shares (such registration having with an anticipated aggregate offering price to the public of not less than $10,000,000)50,000,000, the Company Corporation shall promptly use its best efforts to effect the registration under the Securities Act of such Registrable Shares. Upon such request, then the Corporation shall promptly give written notice to the other Investors of its requirement to so register such offering and, upon the written request, delivered to the Corporation within thirty (30) days after delivery of any such notice by the Company, of the other Investors to include in such registration Registrable Shares (which request shall specify the number of such Registrable Shares proposed to be included in such registration), the Corporation shall, whether or not any other Investors request to include any Registrable Shares in such registration, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of an offering of the Registrable Shares which the Company Corporation has been so requested to register by such Investorsfor sale in accordance with the method of distribution specified in the initiating request. b. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. (i) The Company Corporation shall not be obligated to use its best efforts to file and cause to become effective more than three one (31) registration statements for the holders statement initiated by each of the Registrable Shares initiated Demanding Holders, in each case pursuant to Section 2(a) above, on Form S-1 promulgated under the Securities Act (or any successor form thereto). (ii. ) The Company Corporation may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) 90 days after the date of a request for registration pursuant to this Section 2 2(a) if at the time of such request request: (AX) the Company Corporation is engaged, or has fixed plans to engage within ninety (90) 15 days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may have been or will be permitted to include all the Registrable Shares so requested to be registered pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, 3 or (BY) the Company Board reasonably determines that such registration and offering would be materially detrimental to interfere with any material transaction involving the Company and its stockholders, as approved by the BoardCorporation; provided, however, that the Company may Corporation shall only delay the filing or effectiveness of a registration statement pursuant be entitled to invoke its rights under this Section 2(b2(b)(ii) for a total one time during each fiscal year of ninety (90) days after the date Corporation during the duration of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month periodAgreement. (iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if ) If the managing underwriter advises the Company Corporation that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Primary Shares; and (B) second, the Registrable Shares requested to be included in such registration held by the Investors (or, if necessary, such Registrable Shares pro rata among the holders thereof based on upon the number of Registrable Shares requested to be registered by each such holderInvestor); and. (Biv) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) Requisite Requesting Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included , provided, however, that no Investor participating in such registration shall unreasonably withhold consent to such election by another Investor participating in such registration. The Requisite Requesting Holders shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company Corporation to act as the lead managing underwriter or underwriters in connection with such offering. v. (v) At any time before the registration statement covering such Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration Requisite Requesting Holders may request the Company Corporation to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the to, a material adverse effect of an or a similar event on related to the business, properties, condition, financial or otherwise, or operations of the Company Corporation not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to other material information with respect to the Company facts not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to Demanding Holder making the Company the expenses incurred by the Company through the date of such initial request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to under Section 2(a) above during is not among the 180-day period beginning on the Registration DateRequisite Requesting Holders requesting such withdrawal.

Required Registration. a. 2.1 At any time following the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and beginning after six (6) months after following the completion of the Qualified Public Offering of the Company’s Initial Offering, if the holders of at least twenty Holders holding twenty-five percent (2025%) or more of the Registrable Shares then outstanding shall in writing state (each an “Initial Requesting Holder”) may, by written notice, request that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration register under the Securities Act all or any portion of such the Registrable Shares (held by such registration having an Initial Requesting Holders for sale in the manner specified in such notice; provided that the reasonably anticipated aggregate offering price to the public of not such Registrable Shares is no less than $10,000,000)5,000,000; and provided, the Company shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contraryhowever, that the Company shall not be obligated to effect any registration under register Registrable Shares pursuant to such request: (i) subject to Section 3.1 below, during the Securities Act except in accordance with period beginning thirty (30) days prior to the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders Company’s good faith estimate of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay date of the filing or effectiveness of any registration statement for filing, and ending on a period of up to date ninety (90) days after following the date effective date, of a request registration statement filed by the Company relating to an Underwritten Public Offering of the Company’s equity capital (other than a registration statement for the Company’s equity capital which does not give rise to incidental registration rights pursuant to Section 3.1 below), provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective; (ii) the Company then meets the eligibility requirements applicable to use the Form F-3 or Form S-3 in connection with such registration and is able to effect such requested registration pursuant to this Section 2 4 hereof; or (iii) if at the time of such request (A) external U.S. counsel to the Company is engaged, or has fixed plans of reputable standing opines to engage the Initial Requesting Holders within ninety fifteen (9015) days of the time relevant request that the filing of such requesta registration statement would require the disclosure of material non-public information about the Company that the Company is not otherwise required to disclose, the disclosure of which could have a material adverse effect on the business or financial condition of the Company, in a firm commitment underwritten public offering which event no such registration statement need be filed until the earlier of Primary Shares in which the holders lapse of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty sixty (3060) days from the issuance of the registration request made pursuant opinion of counsel or such time as the information is no longer required to Section 2(a) hereofbe disclosed, is not material or non-public, or (B) its disclosure would not have a material adverse effect on the Company reasonably determines that such registration and offering would be materially detrimental to business or financial condition of the Company and its stockholders, as approved by the BoardCompany; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to not exercise its right under this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a)clause more than twice in any twelve-month-period; and provided further that the Company shall not register any Equity Securities for the account of itself or any other stockholder during such period. Notwithstanding anything to the contrary contained herein, no request may not utilize be made under this right more than once Section 2 within one hundred eighty (180) days after the effective date of a registration statement filed by the Company covering an Underwritten Public Offering in any twelve (12) month periodwhich the holders of Registrable Shares shall have been entitled to join pursuant to this Section 2.1 or Section 3 hereof and in which they shall have effectively registered all Registrable Shares as to which registration shall have been so requested. iii. With respect to 2.2 Promptly following receipt of any registration pursuant to notice under Section 2(a)2.1, the Company shall give immediately notify all other holders of Registrable Shares from whom notice has not been received and shall file and use its best efforts to have declared effective a registration statement under the Securities Act for the public sale, in accordance with the method of disposition specified in such notice from the Initial Requesting Holders, of the number of Registrable Shares specified in such notice (and in any notices received from other holders of Registrable Shares within twenty (20) days after the date of such requested registration to notice from the Investors who do not request registration hereunderCompany) (each a “Requesting Holder”). If such method of disposition shall be an Underwritten Public Offering, and the Company may include in such registration any Primary Shares; provided however that if designate the managing underwriter advises of such Underwritten Public Offering, subject to the Company that approval of the inclusion Requesting Holders, which approval shall not be unreasonably withheld or delayed. The number of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing an underwriting may be reduced (including pricing) of the Registrable Shares proposed pro rata among all Requesting Holders, under this Section 2, to be included participate in such registration, then ) if and to the number extent that the managing underwriter shall be of Registrable Shares and/or Primary Shares proposed the opinion that such inclusion would adversely affect the marketing of the securities to be included sold therein; provided, however, that the Company shall include in such registration shall be included in underwriting, prior to the following order: inclusion of any securities held by the management or by employees or directors of the Company (A) firstor any other securities that are not Registrable Shares), the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered included which in the opinion of such managing underwriter will not adversely affect the marketing of the securities to be sold therein, pro rata among the respective holders thereof on the basis of the amount of Registrable Shares owned by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with With respect to the preceding sentence, if the Company not actually known (without imputing elects to reduce pro rata the knowledge amount of Registrable Shares proposed to be offered in the underwriting, for purposes of making any such reduction, each holder of Registrable Shares which is a partnership, together with the affiliates, partners, employees, retired partners and retired employees of such holder, the estates and family members of any other person to such holders) by partners, employees, retired partners and retired employees and of their spouses, and any trusts for the holders initiating such request at benefit of any of the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders foregoing persons shall be deemed to have used one be a single “person”, and any pro rata reduction with respect to such “person” shall be based upon the aggregate number of their demand registration rights under Section 2(b)(i) Registrable Shares owned by all entities and individuals included as such “person,” as defined in this sentence (and the aggregate number so allocated to such “person” shall be allocated among the entities and individuals included in such “person” in such manner as such holder of Registrable Shares may reasonably determine). The Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of requests made under this Section 2 on only two occasions; provided, however, that as to each such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares occasion such obligation shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective deemed satisfied only when a registration statement for the holders covering at least fifty percent (50%) of the Registrable Shares initiated specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Initial Requesting Holders, shall have become effective and, if such method of disposition is an Underwritten Public Offering, all such Registrable Shares shall have been sold pursuant thereto. Inclusion of Registrable Shares held by any Requesting Holders in a registration statement pursuant to this Section 2(a) above during 2.2 shall be counted towards the 180-day threshold for fulfillment of the Company’s obligation to file registration statements under Section 2. 2.3 The Company shall be entitled to include in any registration statement referred to in this Section 2 for which the method of distribution is an Underwritten Public Offering, for sale in accordance with the method of disposition specified by the Initial Requesting Holders, Ordinary Shares to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Shares to be sold. Except as set forth in this Section 2.3, no securities shall be included in any registration statement referred to in this Section 2 without the prior written consent of the Requesting Holders. Except with respect to registration statements on Form S-8, the Company will not file with the Commission any other registration statement with respect to its Ordinary Shares, whether for its own account or that of other shareholders, from the date of receipt of a notice from Initial Requesting Holders pursuant to this Section 2 until the completion of the period beginning on of distribution of the Registration Dateregistration contemplated thereby.

Required Registration. a. At If at any time following the earlier of five (5) years after one year from the date Closing Date, the Purchaser shall decide to sell or otherwise dispose of Registrable Securities of the Closing (as such term is defined in Company then owned by the Series B Purchase Agreement) and six (6) months after Purchaser, the Company’s Initial Offering, if Purchaser may give written notice to the holders of at least twenty percent (20%) Company of the proposed disposition, specifying the number of Registrable Shares then outstanding shall in writing state Securities so to be sold or disposed of and requesting that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the prepare and file a registration statement under the Securities Act of covering such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000), the Securities. The Company shall promptly use its best efforts to effect cause an appropriate registration statement (the registration under "Registration Statement") covering such Registrable Securities to be filed with the Securities Act Commission and to become effective as soon as reasonably practicable and to remain effective until the completion of the distribution of the Registrable Shares which the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registrationoffered or sold, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or but not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. viexceed 180 days. The Company shall not be obligated to file more than one Registration Statement pursuant to the foregoing provisions of this Section 10.1. The Company shall bear all of the Costs and Expenses (as defined in Section 10.9 herein) of such Registration Statements. In addition to the foregoing and without regard to there first having been filed the Registration Statement provided for in the foregoing provisions of this Section 10.1, from such time as the Company shall be eligible to register its securities on such form the Purchaser will be entitled to demand three Registration Statements on Form S-3 (or cause any similar short-form Registration Statement) and the Company's shall bear all of the Costs and Expenses of such Registration Statements. The Company will use its best efforts to become effective utilize a short-form registration statement for which the holders Company qualifies. A demand for registration under this Section 10.1 will not count as such until it has become effective. Any demand registration required pursuant to this Section 10.1 may be delayed for a period not to exceed ninety (90) days, if the Company certifies in writing that proceeding with such registration would disrupt a material financing or other transaction of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration DateCompany.

Required Registration. a. At any time following (a) If the earlier of five (5) years Company shall receive a written request from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of Stockholders holding at least twenty percent (20%) 40% of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request Securities, the Company to effect the shall prepare and file a registration statement under the Securities Act covering the shares of Registrable Securities which are the subject of such Registrable Shares (request and shall use its best efforts to cause such registration having an aggregate offering price statement to become effective. In addition, upon the public receipt of not less than $10,000,000)such request, the Company shall promptly use its best efforts give written notice to effect the registration all other record holders of shares of Registrable Securities not theretofore registered under the Securities Act and sold, that such registration is to be effected. The Company shall include in such registration statement such shares of the Registrable Shares Securities for which the Company it has been so requested received written requests to register by such Investorsother record holders within 21 days after the delivery of the Company's written notice to such other record holders. Notwithstanding the foregoing, in the event that an underwriter has been retained to sell the Registrable Securities offered and if in the good faith judgment of the managing underwriter of such public offering the number of securities to be registered should be limited, then the Stockholders shall be limited in the number of Registrable Securities they may offer to their pro rata share of the total available (with pro rata calculated by determining the number of Registrable Securities such Stockholder holds to the total number of Registrable Securities outstanding). In addition, the Company and other stockholders shall be entitled to include their shares in such registration if in the good faith judgment of the managing underwriter of such public offering the inclusion of such shares will not interfere with the successful marketing of Registrable Securities offered by Stockholders or require the exclusion of any portion of the Registrable Securities to be registered. b. Notwithstanding anything contained in (b) The Company shall be obligated to prepare, file and cause to become effective only two registration statements other than on Form S-3 or any successor form promulgated by the Commission ("Form S-3") pursuant to this Section 2 2.1, and to pay the expenses associated with such registration statements, and Stockholders may require the Company to file, and to pay the expenses associated with, any number of registration statements on Form S-3, if such form is then available for use by the Company and Stockholders. (c) In the event that holders of a majority of the Registrable Securities for which registration has been requested determine for any reason not to proceed with a registration at any time before a registration statement has been declared effective by the Commission, and such registration statement, if theretofore filed with the Commission, is withdrawn with respect to the contraryRegistrable Securities covered thereby, such holders agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to the registration of such Registrable Securities, then such holders shall not be deemed to have exercised their right to require the Company to register Registrable Securities pursuant to this Section. (d) Notwithstanding the foregoing, the Company shall not be obligated to take any, action to effect any registration under such registration, qualification or compliance pursuant to this Section: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act except in accordance Act; (ii) During the period starting with the following provisions:date 60 days prior to the Company's estimated date of filing of and ending on the date six months immediately following, the effective date of any registration statement pertaining to a primary offering of securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan) provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith; i. The (iii) If the Company shall not furnish to Stockholders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be obligated seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future then the Company's obligation to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to register, quality or comply under this Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement shall be deferred for a period of up not to ninety (90) days after the date of exceed 90 days, such right to delay a request for registration pursuant not to this Section 2 if at the time of such request (A) be exercised by the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month one year period. iii. With respect to (e) If, at the time any written request for registration is received by the Company pursuant to Section 2(a)this Section, the Company shall give notice of such requested registration has determined to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere proceed with the successful marketing (including pricing) actual preparation and filing of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, statement under the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters Securities Act in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge proposed offer and sale for cash of any other Person to of its securities by it or any of its security holders, such holders) by the holders initiating such written request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right been given pursuant to Section 2(a) unless 2.2 hereof rather than this Section 2.1, and the rights of the holder or holders of Registrable Shares Securities covered by such written request shall pay to the Company the expenses incurred be governed by the Company through the date of such request to withdraw or not file the registration statementSection 2.2 hereof rather than this Section 2.1. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000), the The Company shall promptly use its best efforts to effect prepare and as promptly as possible after the registration date of issuance of any Shares pursuant to the terms of the Purchase Agreement, but in any event not later than ninety (90) days from the issuance of such Shares (the "Required Filing Date"), cause a Registration Statement to be declared effective under the Securities Act (the "Required Registration Statement"). The Company agrees to include in the Required Registration Statement all information that the Purchaser shall reasonably request. If the Company fails to file the Required Registration Statement or if the Registration Statement is not effective within the periods set forth above, the Company shall pay the Purchaser an amount per month equal to one and one-half percent (1.5%) of the Registrable premium for which such Shares which were issued at the Company has been so requested beginning of each thirty (30) day period following the Registration Period in immediately available federal funds by wire transfer to register by such Investors. b. an account Purchaser designates to the Company. Notwithstanding anything contained in this Section 2 Agreement to the contrary, to the extent that the Company issues Shares on more than one date of issuance to the Purchaser pursuant to the terms of the Purchase Agreement, the terms of this Agreement shall not be obligated apply to effect any registration under each such issuance of Shares and the Securities Act except in accordance periods set forth above shall commence with respect to each such issuance of Shares from the following provisions: i. date on which each such issuance occurs. The Company shall not be obligated to use its best efforts to file and cause to become keep the Required Registration Statement continuously effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety two (902) days years after the date Registration Statement first becomes effective, plus the number of a request for registration days during which such Registration Statement was not effective or usable pursuant to this Section 2 if at the time of such request (A2.3(e) the Company is engagedor 2.3(i), or has fixed plans to engage within ninety (90) days such shorter period as will terminate when all of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved Securities covered by the Board; provided, however, that Required Registration Statement have been disposed of in accordance with the Company may only delay Required Registration Statement or have otherwise ceased to be Registrable Securities. In the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), event the Company shall give any notice of such requested registration pursuant to Sections 2.3(e) or 2.3(i), the Investors who do not request registration hereunder, and additional time period mentioned in this Section 2.1 during which the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed Required Registration Statement is to remain effective shall be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then extended by the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in days during the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) period from and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through including the date of the giving of such request notice pursuant to withdraw Sections 2.3(e) or not file 2.3(i) to and including the registration statement. vi. The Company date the Purchaser covered by the Registration Statement shall not be obligated to file or cause to become effective a registration statement for have received the holders copies of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Datesupplemented or amended prospectus contemplated by Sections 2.3(e).

Required Registration. a. (a) At any time following after the earlier of five (5) years from the date making of the Closing Loan Advance (as such term is defined in if any) which increases the Series B Purchase Agreement) and six (6) months after outstanding principal balance of the Company’s Initial OfferingLoan to at least $10,000,000, if the holders Holders of at least twenty percent (20%) a majority of the Registrable Shares aggregate then outstanding shall in writing state that such holders desire to sell Registrable number of Underlying Shares in the public securities markets and request Restricted Shares may, upon written request, require the Company to effect the registration (a "Demand Registration") or qualification under the Securities Act applicable Federal or state securities laws of such Registrable Underlying Shares (and/or Restricted Shares. Upon receipt of such registration having an aggregate offering price to the public of not less than $10,000,000)written request, the Company shall promptly give written notice to all Holders of Warrants and Restricted Shares of a proposed registration or qualification, and shall, subject to the conditions of Section 7.4, as expeditiously as possible, use its best efforts to effect any such registration or qualification of: (i) such Underlying Shares or such Restricted Shares, or any combination thereof; and (ii) all other Underlying Shares and Restricted Shares of Holders of Warrants or Restricted Shares which shall have advised the registration Company in writing within 30 days after the giving of such written notice by the Company of their desire to have their Underlying Shares or Restricted Shares registered or qualified or exempted, with, or notification to or approval of, any governmental authority under any Federal or state securities laws, or listing with any securities exchange, which may be required to permit the Securities Act sale or other disposition of the Registrable any such Underlying Shares or Restricted Shares which the Holders thereof propose to make, and the Company has been so requested will, if the registration does not relate to register by an underwritten distribution, keep effective such Investors. b. Notwithstanding anything contained registration, qualification, exemption, notification or approval for such period as may be necessary to effect such sales or dispositions up to a maximum period of six months after initial effectiveness. If the managing underwriter engaged in connection with an underwritten public offering of such Securities proposed for registration under this Section 2 7.3 determines in good faith and for valid business reasons that registration of such Underlying Shares or Restricted Shares would have an adverse effect on the marketability or the price of such offering (a "Cutback Determination"), such managing underwriter shall give prompt written notice of such Cutback Determination to such requesting Holder or Holders. In such event, the Company, upon written notice to the contraryHolders of such Underlying Shares or Restricted Shares, shall have the Company shall right to limit such Underlying Shares or such Restricted Shares to be registered, if any, to the largest number which would not be obligated result in such adverse effect on marketability or the price of such offering (such limitation being applied to effect any registration under the Securities Act except each such requesting Holder of Underlying Shares or Restricted Shares pro rata in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders respect of the Registrable Shares initiated pursuant number of shares subject to Section 2(a) above. iisuch request). The Company may delay the filing or effectiveness No Securities of any registration statement for Person, other than a period of up to ninety (90) days after the date of a request for Holder, may be included in any registration pursuant to this Section 2 if at 7.3 without the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days written consent of the time Holders of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding at least a majority of the Registrable Underlying Shares requested to be included and/or Restricted Shares participating in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following the earlier of five (5a) years from the date of the Closing The Company shall, within two (as such term is defined in the Series B Purchase Agreement2) and six (6) calendar months after the Company’s Initial Last Closing of the Offering, if file a registration statement ("Registration Statement") on Form S-3 (or other suitable form, at the holders Company's discretion, but subject to the reasonable approval of Subscribers), covering the resale of all shares of Registrable Securities then outstanding or issuable upon conversion of all then outstanding Convertible Securities or upon exercise of the Warrants. Such Registration Statement shall initially cover the number of shares issuable upon exercise of the Warrants plus at least twenty percent Three Million Seven Hundred Fifty Thousand (20%3,750,000) shares of Common Stock and shall cover, to the extent allowed by applicable law in the reasonable opinion of Company's counsel, such additional indeterminate number of shares of Common Stock as are required to effect conversion of the Registrable Shares then outstanding shall in writing state that such holders desire Convertible Securities due to sell Registrable Shares fluctuations in the public securities markets and request price of the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000), the Company's Common Stock. The Company shall promptly use its best efforts to have the Registration Statement declared effective as soon as possible. In the event that the Company determines, which determination shall be made by the Company within five (5) business days after the last business day of each month after the Due Date or is notified at any time by a Holder, that the Registration Statement does not cover a sufficient number of shares of Common Stock to effect the registration under the Securities Act resales of a number of shares of Common Stock equal to one hundred twenty five percent (125%) of the Registrable Shares which number of shares of Common Stock issuable to each Subscriber upon conversion of all outstanding Convertible Securities then eligible for conversion, at the Conversion Price (as defined in the Certificate of Designation of the Series A Preferred Stock, referred to herein as the "Certificate of Designation") in effect on the last business day of such month (the "Assumed Conversion Price"), and upon exercise of all the outstanding Warrants (a "Registration Shortfall"), the Company has been so requested shall, within five (5) business days, amend the Registration Statement or file a new Registration Statement (an "Amended" or "New" Registration Statement, respectively), as appropriate, to register add such number of additional shares as would be necessary to effect the resales of a number of shares of Common Stock equal to at least one hundred fifty percent (150%) of the number of shares of Common Stock issuable to each Subscriber upon conversion of all outstanding Convertible Securities then eligible for conversion, at the Assumed Conversion Price then in effect and upon exercise of all of the outstanding Warrants. If the Registration Statement is not filed within two (2) calendar months after the Last Closing of the Offering, Company shall pay the Subscribers an amount equal to one percent (1%) per month of the aggregate amount of outstanding Convertible Securities held by such Investors. b. Notwithstanding anything contained Subscriber, accruing daily until the Registration Statement is filed, payable in this Section 2 cash or Common Stock at the Subscriber's option, as set forth below ("Late Filing Payment"). If the Registration Statement is not declared effective by the Due Date, or if any other Amended or New Registration Statement required to be filed hereunder is not declared effective within two (2) calendar months of the contrarydate it is required to be filed, the Company shall not be obligated pay the Subscribers an amount equal to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three one percent (31%) registration statements for the holders per month of the Registrable Shares initiated aggregate amount of outstanding Convertible Securities held by Subscriber, accruing daily until the Registration Statement or a registration statement filed pursuant to Section 2(a) 3 of this Agreement is declared effective (the "Late Registration Payment"). Notwithstanding the above. ii. The Company may delay , any Late Registration Payments otherwise due to a Subscriber shall be reduced by the filing or effectiveness amount of any registration statement for Late Filing Payments that have previously been paid in full to such Subscriber. Any Late Filing Payment or Late Registration Payment shall be payable in cash or Common Stock, at the Subscriber's option, as follows: If Subscriber elects to be paid in cash, such Late Filing Payment or Late Registration Payment shall be paid to such Subscriber by a period of up to ninety cashiers check, no later than ten (9010) days after the date end of a request for registration pursuant to this Section 2 if at the time of such request (Ai) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares month in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, Company receives the Holder's cash payment request and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30ii) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(bany subsequent month(s) for a total which such amounts accrue. If Subscriber elects to be paid in Common Stock, such number of ninety (90) days after the date shares shall be determined as follows: Upon conversion of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in each Convertible Security or any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a)portion thereof, the Company shall give notice of such requested registration issue to the Investors who do not request registration hereunder, and Subscriber the Company may include number of shares of Common Stock determined as set forth in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricingSection 5(a) of the Registrable Shares proposed to be included in such registrationCertificate of Designation, then the plus an additional number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number shares of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant Common Stock attributable to such registration shall be in Convertible Securities (the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act "Additional Shares") determined as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.set forth below:

Required Registration. a. At any time (a) As soon as practicable following the earlier Closing, the Company shall prepare and file with the Commission a shelf registration statement on Form S-3 (or any successor or other appropriate form) under the Securities Act with respect to the Registrable Securities (the "Registration Statement") and effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under applicable state securities or "blue sky" laws and compliance with any other applicable governmental requirements or regulations) as may reasonably be required in connection with the sale of five the Registrable Securities as described herein. (5b) years from The Company shall use its best efforts to cause the date Registration Statement to become effective, and shall maintain the effectiveness of the Registration Statement and other applicable registrations, qualifications and compliances until the first to occur of (i) the first anniversary of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offeringplus, if applicable, the holders amount of at least twenty percent time that has elapsed during any Suspension Periods, as defined below), or (20%ii) the date on which all of the Registrable Shares then outstanding shall in writing state Securities have been disposed of by the Investors. (c) If at any time after the Registration Statement is declared effective, the Company determines that such holders desire the sale of the Registrable Securities pursuant to sell Registrable Shares the Registration Statement would require disclosure of information that, in the judgment of the Company, cannot be disclosed at that time without other material adverse consequences to the Company, the Investors shall, upon receipt of written notice of that determination, suspend sales of the Registrable Securities for a period (the "Suspension Period") beginning on the date of receipt of that notice and expiring on the date upon which the information is disclosed to the public securities markets or ceases to be material, and request in any case as evidenced by a written notice from the Company to effect the registration Investors to that effect. (d) Upon written notice from the Company of the happening of any event that makes any statement made in the Registration Statement, related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of any changes in the Registration Statement, prospectus or document so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, each holder of Registrable Securities registered under the Registration Statement shall forthwith discontinue disposition of Registrable Securities Act of such Registrable Shares (such registration having an aggregate offering price pursuant to the public Registration Statement until (i) receipt of not less than $10,000,000the copies of the supplemented or amended prospectus or (ii) 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. In the event that the Company shall give any notice under this subparagraph (d), the Company shall promptly use its best reasonable efforts and take such actions as are reasonably necessary to effect end the registration Suspension Period as promptly as practicable. (e) In no event shall any holder of Registrable Securities sell any securities registered under the Securities Act of the Registrable Shares which Registration Statement without giving the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than at least three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) abovebusiness days' prior written notice. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following after the earlier Closing Date, the Investors may collectively request (the "Request") for the Company to register under the Securities Act all or any portion of five (5) years from the shares of Common Stock held by such requesting Investors for sale in the manner specified in the Request. The Investors may request any amount of Common Stock to be registered. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within 90 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Investors shall have been entitled to join pursuant to Section 4. The Company shall be obligated to file a registration statement with respect to such Common Stock registered pursuant to this Section 2 as soon as practicable after the date of the Closing (as Request, but no later than 60 days after such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders Request. b. Following receipt of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration any Request under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000)this Section 2, the Company shall promptly immediately notify each of the Investors and shall use its best efforts to effect the registration register under the Securities Act of the Registrable Shares which the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contraryAct, the Company shall not be obligated to effect any registration under the Securities Act except for public sale in accordance with the following provisions: i. method of disposition specified in such Request, the number of shares of Common Stock specified in such Request. If the Investors initiating the Request hereunder intend to distribute the stock covered by their Request by means of an underwriting, the underwriter will be selected by the Investors owning a majority of the shares of Common Stock subject to such Request and such underwriter shall be reasonably acceptable to the Company. The Company shall not be obligated required to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for effect a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and after the Company has delivered notice to the holders of Registrable Shares thereof within thirty effected two (302) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement registrations pursuant to this Section 2(b) for a total 2 that have been declared or ordered effective by the Commission and that cover all shares of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be Common Stock included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary SharesRequest. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. c. The Company shall not be obligated entitled to include in any registration statement referred to in this Section 2 shares of Common Stock to be sold by the Company for its own account. The Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or cause that of other stockholders, from the date of receipt of the Request until the completion of the period of distribution of the registration contemplated thereby. The Company shall have the right to become effective effect a registration statement for the holders of the Registrable Shares initiated pursuant to this Section 2(a2 on Form S-3 (or any comparable or successor form) above during if the 180-day period beginning on the Registration DateCompany is eligible to use such form.

Required Registration. a. At any time following (a) The Company shall, no later than sixty (60) days after the earlier of five (5) years from the date of the Last Closing (as such term is defined in the Series B Purchase AgreementSubscription Agreements), file a registration statement (the "Registration Statement") and six on Form S-l (6) months after or other suitable form, at the Company’s Initial Offering's discretion but subject to the reasonable approval of Subscribers) with the Securities and Exchange Commission (the "SEC"). The Company shall, if within ten (10) days of the holders filing of the Registration Statement, send a copy of the Registration Statement to Subscribers. Such Registration Statement shall initially cover the resale of a number of shares of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants equal to at least twenty percent (20%one million five hundred thousand ( 1,500,000) shares of Common Stock, allocated and reserved pro rata among the Registrable Shares then outstanding Subscribers and Swartz or designees of Sw▇▇▇▇, and shall in writing state that cover, ▇▇ ▇▇e extent allowable by applicable law, such holders desire to sell Registrable Shares in the public securities markets and request the Company additional indeterminate number of shares of Common Stock as are required to effect the registration under full conversion of the Securities Act Preferred Stock and the full exercise of such Registrable Shares (such registration having an aggregate offering the Warrants, due to fluctuations in the price to of the public of not less than $10,000,000), the Company's Common Stock. The Company shall promptly use its best efforts to have the Registration Statement declared effective as soon as possible. In the event that the Company determines or is notified by a Holder that the Registration Statement does not cover a sufficient number of shares of Common Stock to effect the registration under the Securities Act conversion of all Preferred Stock then eligible for conversion, including Preferred Stock issuable upon exercise of warrants to purchase Series A Preferred Stock of the Registrable Shares which Company, and exercise of the outstanding Warrants, the Company has been so requested shall, within five (5) business days, amend the Registration Statement or file a new registration statement to register by add such Investors. b. Notwithstanding anything contained in this Section 2 number of additional shares as would be necessary to effect all such conversions of the contraryPreferred Stock and exercises of the Warrants. If the Registration Statement is not declared effective within five (5) calendar months after the Last Closing or if any new or amended registration statement required to be filed hereunder is not declared effective within two (2) calendar months of the date it is required to be filed, the Company shall not pay Subscribers an amount equal to two percent (2%) per month of the aggregate amount of Preferred Stock sold to Subscriber in the Offering, compounded monthly and accruing daily until the Registration Statement is declared effective (the "Late Registration Payment"), payable, at each Subscriber's option, in either cash or Common Stock. If Subscriber elects to be obligated paid in cash, such Late Registration Payment shall be paid to such Subscriber within five (5) business days following the end of the month in which such Late Registration Payment was accrued. If Subscriber elects to be paid in Common Stock, such number of shares shall be determined as follows: Upon conversion of each share of Preferred Stock, the Company shall issue to Subscriber the number of shares of Common Stock determined as set forth in Section 5(a) of the Certificate of Designation plus an additional number of shares of Common Stock (the "Additional Shares") determined as set forth below: Additional Shares = Late Registration Payment ------------------------- Conversion Price where, "Conversion Price" has the definition ascribed to it in the Certificate of Designation. Such Additional Shares shall also be deemed "Registrable Securities" as defined herein. (b) The Registration Statement shall be prepared as a "shelf" registration statement under Rule 415, and shall be maintained effective until the Holders of the Registrable Securities have completed a distribution of such Securities. (c) The Company represents that it is presently eligible to effect any the registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to contemplated hereby on Form S- 1 and will use its best efforts to file and cause continue to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant take such actions as are necessary to Section 2(a) above. iimaintain such eligibility. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.2

Required Registration. a. At any time following (a) On or before May 22, 2001, the earlier Company shall prepare and file a registration statement on Form S-3 under the Securities Act, covering the Restricted Stock and shall use its best efforts to cause such registration statement to become effective as expeditiously as possible and to remain effective until the earliest to occur of five (5i) years from the date the Restricted Stock covered thereby has been sold, (ii) the date by which all Restricted Stock covered thereby may be sold under Rule 144 without restriction as to volume, or (iii) the date which is the twenty-fourth month anniversary of the Closing Date, except for the Warrant Shares, the date which is the forty-second month anniversary of the Closing Date. (b) Following the effectiveness of a registration statement filed pursuant to this section, the Company may, at any time, suspend the effectiveness of such registration for up to thirty (30) days, as such term is defined in appropriate (a "Suspension Period"), by giving notice to the Series B Purchase Agreement) and six (6) months after the Company’s Initial OfferingHolders of Restricted Stock, if the holders Company shall have determined that the Company may be required to disclose any material corporate development which disclosure may have a Material Adverse Effect on the Company. Notwithstanding the foregoing, no more than two Suspension Periods may occur during any twelve-month period. The Company shall use its best efforts to limit the duration and number of at least twenty percent any Suspension Periods. The Holders of Restricted Stock agree that, upon receipt of any notice from the Company of a Suspension Period, the Holders of Restricted Stock shall forthwith discontinue disposition of Restricted Stock covered by such registration statement or prospectus until the Holders of Restricted Stock (20%i) are advised in writing by the Company that the use of the Registrable Shares then outstanding shall in writing state that applicable prospectus may be resumed, (ii) have received copies of a supplemental or amended prospectus, if applicable, and (iii) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such holders desire prospectus. (c) If the registration statement required to sell Registrable Shares in the public securities markets and request be filed pursuant to Section 7.1(a) has not been filed by the Company to effect with the registration under Commission by the Securities Act of fifth (5th) day following the Closing Date or has not been declared effective by the Commission within sixty (60) calendar days after the Closing Date (either event, a "Registration Default"), then following such Registrable Shares (Registration Default and until such Registration Default is cured by the Company filing such registration having an aggregate offering price to statement with the public of not less than $10,000,000Commission and such registration statement being declared effective by the Commission (a "Registration Cure"), the Company shall promptly use its best efforts pay to effect the registration under Investor an amount (the Securities Act "Default Payment") equal to the product of (x) one thirtieth of one percent of the Registrable Shares Required Payment paid by the Investor on the Closing Date, multiplied by (y) the number of days which elapse between the date of the Registration Default and the date of the Registration Cure (the "Registration Default Period"). The Default Payment may be paid in either cash or additional Shares, such form of payment to be determined at the election of the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 each 30 days during the Registration Default Period up to the contrary150th day following the date of this Agreement and thereafter to be determined at the election of the Investor each 30 days during the Registration Default Period, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for number of additional Shares calculated based upon the holders closing price of the Registrable Shares initiated pursuant Company's Common Stock on the Nasdaq National Market on the trading day immediately prior to Section 2(a) above. iithe end of the period with respect to which such Default Payment relates. The Company may delay and the filing Investor agree that the damages resulting from a Registration Default would be difficult or effectiveness impossible to determine and that the Default Payment represents a reasonable approximation of any registration statement the anticipated damages. Accordingly, the Investor agrees that the receipt of the Default Payment shall be Investor's sole and exclusive remedy under this Agreement or otherwise for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) Registration Default, and in no event shall the Company is engagedbe liable for any lost profits, consequential, special, punitive or has fixed plans to engage within ninety (90) days of the time of such requestsimilar damages, in no matter how identified, resulting from a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month periodRegistration Default. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At On any time following date after the earlier of five (5i) years from December 31, 2015 and (ii) 180 days following the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial OfferingRegistration Date, if holders representing the holders of at least twenty percent (20%) of the Registrable Shares then outstanding Demand Registration Percentage shall in writing state that such holders desire to sell then outstanding or issuable Registrable Shares having an aggregate offering price of at least $15,000,000 in the public securities markets and request the Company Corporation to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000)Shares, the Company Corporation shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company Corporation has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to register; provided, however, that the contrary, the Company Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company (a) the Corporation shall not be obligated to use its best efforts to file and cause to become effective (i) more than three (3) two registration statements for the holders of the Registrable Shares initiated pursuant to this Section 2(a2 on Form S-1 promulgated under the Securities Act or any successor form thereto, or (ii) aboveany registration statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days. ii. The Company (b) the Corporation may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) 90 days after the date of a request for registration pursuant to this Section 2 if at the time of such request (Ai) the Company Corporation is engaged, or has fixed plans to engage within ninety (90) 90 days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, 3 or (Bii) the Company Corporation reasonably determines that such registration and offering would be materially detrimental to interfere with any material transaction involving the Company and its stockholdersCorporation, as approved by the Board; Board of Directors, provided, however, that the Company Corporation may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) 60 days after the date of a request for registration pursuant to this Section 2(a); 2 and provided further that the Company may not utilize this exercise such right more than once in any twelve (12) 12 month period. iii. With (c) with respect to any registration pursuant to this Section 2(a)2, the Company Corporation shall give notice of such requested registration to the Investors who do not request registration hereunder, hereunder and to the holders of all Other Shares which are entitled to registration rights and the Company Corporation may include in such registration any Primary Shares or Other Shares; provided however provided, however, that if the managing underwriter advises the Company Corporation that the inclusion of all Registrable Shares, Primary Shares and/or Primary Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Primary Other Shares proposed to be included in such registration shall be included in the following order: (Ai) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on upon the number of Registrable Shares requested to be registered by each such holder); and; (Bii) second, the Primary Shares; and (iii) third, the Other Shares which are entitled to registration rights. provided, however, that no such reduction shall reduce the amount of securities of the selling Investors included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering of the Corporation, in which event any or all of the Registrable Shares of the Investors may be excluded in accordance with the immediately preceding clause; provided, further, that the number of shares of Series D Registrable Shares to be included in such underwriting and registration shall not be reduced unless all other securities of the Corporation are first entirely excluded from the underwriting and registration. iv. (d) If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to this Section 2(a) 2 so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holders of Registrable Shares then holding a majority at least sixty-five percent (65%) of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company Corporation to act as the lead managing underwriter or underwriters in connection with such offering and shall select any additional investment bankers and managers to be used in connection with the offering. v. (e) At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by representing the Investors initiating such registration Demand Registration Percentage may request the Company Corporation to withdraw or not to file the registration statement. In that event, unless (i) if such request of withdrawal was shall have been caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to to, the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known Corporation, (without imputing ii) the knowledge of any other Person holders who requested registration agree to bear the expenses incurred up to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registrationwithdrawal, then the such holders shall not be deemed to have used one of their demand registration rights under this Section 2(b)(i) and 2. In the Company shall no longer event less than all of the stock requested to be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred registered by the Company through the date of such request to withdraw or Investors and not file subsequently voluntarily withdrawn from the registration statement. vi. The Company by such Investors is registered, then such registration shall not be obligated to file or cause to become effective counted as a registration statement for the holders purposes of satisfying the Registrable Shares initiated pursuant Corporation’s obligation to effect two (2) such registrations under this Section 2(a) above during the 180-day period beginning on the Registration Date2.

Required Registration. a. At any time following the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000), the Company shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file with the Commission and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof applicable state securities authorities within thirty (30) days following the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective within one hundred twenty (120) days following the Closing Date (the "Effective Date"), a Registration Statement in order to register the Registrable Securities for resale and distribution under the Securities Act. The Registration Statement must be declared effective by the Commission not later than the Effective Date. If the Registration Statement is not filed on or before the Filing Date, the Company shall issue to the Holders, on a pro rata basis (based upon the relative amount of Registrable Securities then held by each such Holder), additional shares of its Common Stock equal to 0.05% of the registration request made pursuant to Section 2(a) hereofshares originally issued on the Closing Date for each day after the Filing Date that the Registration Statement is not filed. If the Registration Statement is not declared effective on or before the Effective Date, or (B) the Company reasonably determines that such registration and offering would be materially detrimental shall issue to the Company and Holders on a pro rata basis (based upon the relative amount of Registrable Securities then held by each such Holder) additional shares of its stockholders, as approved by Common Stock equal to 0.05% of the Board; provided, howevershares originally issued on the Closing Date for each day after the Effective Date, that the Registration Statement is not declared effective. The Company may only delay shall maintain the filing or effectiveness of a registration statement pursuant to this Section 2(bthe Registration Statement until such time as all remaining Registrable Securities held by the Holders may be sold under Rule 144(k), without restriction under Rule 144(k) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a"Effectiveness Period"); and provided further . In the event that the Company may not utilize this right Registration Statement ceases to be effective for more than once forty-five (45) days, whether or not consecutive, in any twelve three hundred sixty-five (12365) month period. iii. With respect to any registration pursuant to Section 2(aday period during the Effectiveness Period (an "Effectiveness Default"), the Company shall give notice of such requested registration issue to the Investors who do not request registration hereunderHolders on pro rata basis (based upon the relative amount of Registrable Securities then held by such Holder) additional shares of its Common Stock equal to 0.05% of the Shares originally issued on the Closing Date from the forty-sixth (46th) day of the applicable three hundred sixty-five (365) day period that such Registration Statement ceases to be effective until the earlier of (i) the time the Registration Statement again becomes effective or (ii) the time the Effectiveness Period expires. The Company's obligation to issue shares of the Company's Common Stock pursuant to this Section 3.1 shall accrue and be discharged on a monthly basis. Notwithstanding the foregoing, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion shall not issue, as a conveyance of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing this Section 3.1, more than eighteen percent (including pricing18%) of the Registrable Shares proposed to be included in such registration, then the number shares of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request Common Stock issued at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statementClosing. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At If at any time following the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding Corporation shall be requested in writing state that such holders desire to sell Registrable Shares in by the public securities markets and request the Company Stockholder, or any holder of not less than 250,000 shares of Restricted Common Stock, to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000an aggregate of 250,000 shares of Restricted Common Stock, such request shall be deemed an offer (the "Offer") to sell to the Corporation or its assigns for cash all of the shares of Restricted Common Stock for which registration is requested (the "Offered Securities") at a price equal to the average of the daily "market price" (as hereinafter defined) per share of the Common Stock for the ten consecutive trading days immediately preceding the date of receipt of such request by the Corporation. The "market price" for each trading day shall be the last reported sale price regular way of the Common Stock on the Composite Tape of the New York Stock Exchange on each such trading day upon which such a sale shall have been effected, or if no sale takes place on any such day on such exchange, the average of the closing bid and asked prices on such day as officially quoted on such exchange. The Offer shall remain open for a period of ten calendar days immediately following the date of receipt by the Corporation of the registration request (the "Offer Period"). To accept the Offer, the Corporation or its assigns must give written notice (the "Notice of Acceptance") to the requesting holder prior to the end of the Offer Period of the Corporation's intention to accept the Offer. The Corporation shall purchase from the requesting holder(s), and the Company requesting holder(s) shall sell to the Corporation, upon the terms of the Offer, the Offered Securities pursuant to the Notice of Acceptance within ten business days after the date that the Notice of Acceptance is received by the requesting holder(s). If the Corporation does not accept the Offer prior to the expiration of the Offer Period, the Corporation shall promptly give written notice of such proposed registration to all other holders of Restricted Securities, including the Stockholder, and thereupon the Corporation shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which shares of Restricted Common Stock that the Company Corporation has been so requested to register by such Investors. b. Notwithstanding anything contained any holder in this Section 2 to any response received by the contraryCorporation within 30 days after the date of the written notice by the Corporation; provided, however, that the Company Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. (a) The Company Corporation shall not be obligated to use its best efforts file any registration statement with respect to Restricted Common Stock if in the opinion of counsel satisfactory to the Corporation and the holder of such securities the proposed transfer may be effected without registration under the Securities Act, and any certificate evidencing the shares so to be transferred need not bear a Restrictive Legend. (b) The Corporation shall not be obligated to effect any registration except at the request of the holder or holders of Restricted Common Stock who shall request registration of Restricted Common Stock then owned or obtainable by them representing in the aggregate not less than 250,000 shares of outstanding Restricted Common Stock. (c) The Corporation shall not be obligated to file and cause to become effective (i) more than three (3) two registration statements for in which shares of Restricted Common Stock are registered under the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration Securities Act pursuant to this Section 2 if at the time request of such request (A) the Company is engagedStockholder, or has fixed plans (ii) any registration statement within three months after the effective date of any other registration statement filed by the Corporation relating to engage within ninety (90) days of the time of such request, in a firm commitment underwritten any public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days securities of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) Corporation for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement cash for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration DateCorporation's own account.

Required Registration. a. At If on any time following the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the one occasion one or more holders of at least twenty not less than fifty-one percent (2051%) of the Registrable Shares then outstanding (including as outstanding for this purpose shares of Common Stock issuable upon exercise or conversion of outstanding Registrable Shares) shall notify the Company in writing state that such holders desire it or they intend to sell offer or cause to be offered Registrable Shares in the for public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000)sale, the Company shall promptly will so notify all holders of Registrable Shares. Upon written request of any holder of Registrable Shares given within 15 days after the receipt by such holder from the Company of such notification, the Company will use its best efforts to effect cause such of the registration Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible, at the expense of the Company. If the Company determines to include shares to be sold by it in any registration requested pursuant to this Section 3, such registration shall be deemed to be a registration under Section 2 hereof rather than under this Section 3. In any registration pursuant to this Section 3, the Company shall not have a right to include any Company shares in such registration statement unless Holders of a majority of the Registrable Shares which included in such registration statement shall have given their consent. Notwithstanding the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contraryforegoing, (a) the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after 3 during the period beginning with the date 60 days prior to the Company's estimated (in good faith) date of filing of, and ending on a date four months following the effective date of, a registration statement (whose preparation was in progress at the beginning of such 60-day period) pertaining to an underwritten public offering of securities of the Company, provided that the Company is actively employing in good faith all reasonable efforts through such period to cause such registration statement to become effective; and (b) if the Board of Directors of the Company reasonably determines that immediate registration of such Registrable Shares could have a material adverse effect upon the Company, the Company may delay commencement of registration for up to three months after receipt of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. ivas referenced above. If the Investors which are holders Company elects to delay filing of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of statement for such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effectivereason, the holders of a majority of the Registrable Shares held by requesting to be included in the Investors initiating registration shall have the right to withdraw such request, which withdrawn request shall be deemed not to have been made. Any registration requested pursuant to this Section 3 that shall not have become effective shall not be deemed to be a registration under this Section 3 unless such registration may request the Company to withdraw or has not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) become effective solely as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect any act or omission of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. viShares. The Company shall not be obligated to file or cause to become effective a registration statement for holders of the holders majority of the Registrable Shares initiated to be included in any registration pursuant to this Section 2(a) above during 3 which is underwritten shall select the 180-day period beginning on managing underwriter for the Registration Datepublic offering subject to the approval of the Company, which approval shall not be unreasonably withheld.

Required Registration. a. At any time following the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000), the Company shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file with the Commission and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof applicable state securities authorities within thirty (30) days following the Closing Date (the “Filing Date”), and use its reasonable commercial efforts to cause to be declared effective within one hundred twenty (120) days following the Closing Date (the “Effective Date”), a Registration Statement in order to register the Registrable Securities for resale and distribution under the Securities Act. The Registration Statement must be declared effective by the Commission not later than the Effective Date. If the Registration Statement is not filed on or before the Filing Date, the Company shall issue to the Holders, on a pro rata basis (based upon the relative amount of Registrable Securities then held by each such Holder), additional shares of its Common Stock equal to 0.05% of the registration request made pursuant to Section 2(a) hereofshares originally issued on the Closing Date for each day after the Filing Date that the Registration Statement is not filed. If the Registration Statement is not declared effective on or before the Effective Date, or (B) the Company reasonably determines that such registration and offering would be materially detrimental shall issue to the Company and Holders on a pro rata basis (based upon the relative amount of Registrable Securities then held by each such Holder) additional shares of its stockholders, as approved by Common Stock equal to 0.05% of the Board; provided, howevershares originally issued on the Closing Date for each day after the Effective Date, that the Registration Statement is not declared effective. The Company may only delay shall maintain the filing or effectiveness of a registration statement pursuant to this Section 2(bthe Registration Statement until such time as all remaining Registrable Securities held by the Holders may be sold under Rule 144(k), without restriction under Rule 144(k) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a“Effectiveness Period”); and provided further . In the event that the Company may not utilize this right Registration Statement ceases to be effective for more than once forty-five (45) days, whether or not consecutive, in any twelve three hundred sixty-five (12365) month period. iii. With respect to any registration pursuant to Section 2(aday period during the Effectiveness Period (an “Effectiveness Default”), the Company shall give notice of such requested registration issue to the Investors who do not request registration hereunderHolders on pro rata basis (based upon the relative amount of Registrable Securities then held by such Holder) additional shares of its Common Stock equal to 0.05% of the Shares originally issued on the Closing Date from the forty-sixth (46th) day of the applicable three hundred sixty-five (365) day period that such Registration Statement ceases to be effective until the earlier of (i) the time the Registration Statement again becomes effective or (ii) the time the Effectiveness Period expires. The Company’s obligation to issue shares of the Company’s Common Stock pursuant to this Section 3.1 shall accrue and be discharged on a monthly basis. Notwithstanding the foregoing, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion shall not issue, as a conveyance of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing this Section 3.1, more than eighteen percent (including pricing18%) of the Registrable Shares proposed to be included in such registration, then the number shares of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request Common Stock issued at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statementClosing. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following The Company shall use its reasonable best efforts to prepare and file with the earlier of five (5) years from the date Commission, on or before March 25, 2001, a registration statement, which may be a post-effective amendment to an existing registration statement of the Closing (as such term is defined in Company, for the Series B Purchase Agreement) and six (6) months after purpose of effecting a Registration of the Company’s Initial Offering, if the holders of at least twenty percent (20%) sale of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request Stock issued by the Company pursuant to effect Section 6 of the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000), the Promissory Note. The Company shall promptly use its reasonable best efforts to effect such Registration as soon as practicable (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities laws). The Company shall use its reasonable best efforts to keep such Registrations continuously effective until the earlier of (a) the second anniversary of the date hereof, (b) the date on which all Registrable Stock have been sold pursuant to such registration under statement or Rule 144 and (c) the Securities Act date on which all of the Registrable Shares which the Company has been so requested to register Stock held by such Investors. b. Notwithstanding anything contained Holder may be sold in this Section 2 to the contraryany consecutive three month period in accordance with Rule 144; PROVIDED, HOWEVER, that the Company shall not be obligated to effect maintain the effectiveness of any registration Registration that is not effected under Rule 415 for a period in excess of 90 days; PROVIDED, FURTHER, that the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts take any action to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing effect any such Registration, qualification or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration compliance pursuant to this Section 2 if at in any particular jurisdiction in which the time Company would be required to (x) execute a general consent to service of process in effecting such request (A) Registration, qualification or compliance unless the Company is engaged, already subject to service in such jurisdiction or has fixed plans to engage within ninety (90y) days of the time of such request, qualify as a foreign corporation in a firm commitment underwritten public offering of Primary Shares any jurisdiction in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3Company is not then qualified. Notwithstanding the foregoing, and the Company has delivered notice shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 120 days during any one-year period ending on December 31, if the Company furnishes to the holders of Registrable Shares thereof within thirty (30) days Holders a certificate signed by an executive officer or any director of the registration request made pursuant to Section 2(a) hereofCompany stating that, or (B) in the Company reasonably determines that such registration and offering good faith judgment of the Company, it would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that stockholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company may only delay has elected to defer the filing or effectiveness of a such registration statement pursuant to this Section 2(b) for (or suspend sales under a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the filed registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement). vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any The Company shall file with the SEC a registration statement on Form SB-2 or successor form or another form selected by the Company that is available to it under the Securities Act which conforms with all applicable rules and regulations (the “Required Registration Statement”) with respect to all the Shares and Warrant Shares issued (“Registrable Securities”) beneficially owned by the Purchasers to permit the offer and re-sale from time following to time of such Registrable Securities in accordance with the earlier methods of five (5) years from distribution provided by the date Purchasers within 120 days of the Closing (“Filing Date”). The Company shall use its reasonable best efforts to cause the Required Registration Statement to become effective as such term promptly as reasonably practicable thereafter. If the Required Registration Statement is defined in not filed by the Series B Purchase Agreement) and six (6) months after Filing Date or is not declared effective by the Company’s Initial Offering, if the holders of at least twenty percent (20%) Commission within 180 days of the Registrable Shares Closing (any such failure or breach being referred to as an “Event”, and the date on which such Event occurs being referred to as “Event Date”), then outstanding shall in writing state that such holders desire to sell Registrable Shares in on the public securities markets Event Date and request on the Company to effect date of each successive 30 days period thereof until the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000)Event is cured, the Company shall promptly use its best efforts pay to effect the registration under the Securities Act each investor an amount in Company’s Common Stock, as liquidated damages and not as a penalty, equal to 2.0% of the Registrable Shares which the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time purchase price of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Boardinvestor’s Units; provided, however, however that the Company liquidated damages may only delay not exceed 16% of such purchase price. The liquidated damages pursuant to the filing or effectiveness terms hereof shall apply on a pro-rata basis for any portion of a registration statement pursuant month prior to the cure of an Event. Notwithstanding the preceding provisions of this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that 1.1, if the Company timely files a Registration Statement, which, as may not utilize be relevant, complies with the provisions of Section 1.1 of this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), Agreement and the Company shall give notice of such requested registration SEC raises issues relating to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion applicability of all Registrable Shares and/or Primary Shares proposed Rule 415 to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested shares sought to be registered by each under such holder); and (B) secondRegistration Statement, the Primary Shares. iv. If provisions regarding the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration liquidated damages shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information apply with respect to the Company not actually known (without imputing Registrable Securities which the knowledge SEC deems to exceed the number of any other person to such holders) shares eligible for the registration under Rule 415 as filed by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statementCompany. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At The Company shall file with the Commission and any time applicable state securities authorities within fifteen (15) business days following the earlier of five Final Closing Date (5the "FILING DATE"), and use its best efforts to cause to be declared effective by the Commission within one hundred twenty (120) years from business days following the date of Initial Closing Date (the Closing (as such term is defined "EFFECTIVE DATE"), a Registration Statement in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of order to register the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets Securities for resale and request the Company to effect the registration distribution under the Securities Act Act. The Registration Statement shall contain substantially the Plan of Distribution attached hereto as Exhibit A. The Registration Statement must be declared effective by the Commission not later than the Effective Date. The Company shall maintain the effectiveness of the Registration Statement until such time as all remaining Registrable Shares Securities held by the Holders may be sold without restriction under Rule 144(k) (such registration having an aggregate offering price to or successor rule) (the public of "EFFECTIVENESS PERIOD"). If the Registration Statement is not less than $10,000,000filed with the Commission on or before the Filing Date (a "FILING DEFAULT"), the Company shall promptly use its best efforts pay liquidated damages to effect each Holder, from and including the registration under day that the Securities Act day following such Filing Default until the date that the Registration Statement is filed with the Commission, at a rate per month (or portion thereof) equal to 0.67% of the Registrable total purchase price of the Shares which the Company has been so requested to register purchased by such Investors. b. Notwithstanding anything contained in this Section 2 Holder pursuant to the contraryPurchase Agreement (the "DEFAULT RATE"). If the Registration Statement is not declared effective by the Commission on or before the Effective Date (a "REGISTRATION DEFAULT"), the Company shall not be obligated pay liquidated damages to effect any registration under each Holder, from and including the Securities Act except in accordance with day following such Registration Default until the following provisions: i. The earlier of (i) the time that the Registration Statement is declared effective by the Commission, or (ii) the time that the Effectiveness Period expires, at the Default Rate. In the event that the Company shall not be obligated to use exercises its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated right pursuant to Section 2(a) above. ii. The Company may delay 3.6 to suspend the filing or effectiveness availability of any registration statement the Registration Statement for a period exceeding the maximum number of up days specified therein for the applicable Suspension Period (a "SUSPENSION DEFAULT"), the Company shall pay liquidated damages to each Holder, from and including the day following such Suspension Default until such time as the Company delivers the Advice (as defined in Section 3.6) to the Holders described in Section 3.6, at the Default Rate. In the event that the Registration Statement ceases to be effective or available for use by the Holders for a period in excess of sixty (60) days in any single instance or ninety (90) days after in the date of a request for registration pursuant to this Section 2 if at the time of such request aggregate during any 12-month period (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(aan "EFFECTIVENESS DEFAULT"), the Company shall give notice of pay liquidated damages to each Holder, from and including the day following such requested registration Effectiveness Default until such time as the Registration Statement is again effective and available for use by the Holders, at the Default Rate. The Company's obligation to the Investors who do not request registration hereunder, pay liquidated damages pursuant to this Section 3.1 shall accrue and be discharged on a monthly basis. In no event shall the Company may include be required to pay liquidated damages in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) excess of the Registrable Shares proposed to be included in such registration, then the number applicable maximum amount of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders 18.0% of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority total purchase price of the Registrable Shares requested to be included in purchased by such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares Holder pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.Purchase Agreement

Required Registration. a. At any time following the earlier of five (5a) years from the date of Within 180 days after the Closing (as such term is defined set forth in the Series B Stock Purchase AgreementAgrement the Company shall use its best efforts to file a registration statement with the Commission on Form ▇-▇, ▇▇▇▇ ▇-▇, or Form S-3, as applicable, (or any successor form) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) all of the Registrable Shares then outstanding shall in writing state that such holders desire owned by the Shareholders. If the Shareholders intend to sell distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in the public securities markets and request a timely manner so as to allow for the Company to enter into appropriate agreements with the underwriter. In the event such registration is underwritten, the right of the Shareholders to participate shall be conditioned on such Shareholders’ participation in such underwriting. Within 10 days after the receipt by the Company of such request for registration pursuant to this Section 1.3(a), the Company shall give written notice of such proposed registration to all Shareholders. The Company shall, as expeditiously as possible, use its best efforts to effect the registration registration, on Form ▇-▇, ▇▇▇▇ ▇-▇, or Form S-3, as applicable, (or any successor form), qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of all Registrable Shares. Notwithstanding the foregoing, the Company may delay the filing, amendment and/or the effectiveness of such Registration Statement, for a period not to exceed 90 days in the aggregate during any 12 month period, if at the time the Company is engaged in a material transaction and the filing, amendment and/ or effectiveness of such Registration Statement would have a material adverse effect on such transaction. (b) In addition to the registration rights provided in clause a above, the Majority Holders of the Series B Stock shall have the right, on one occasion, to demand that the Company effect the registration of the Registrable Shares on Form ▇-▇, ▇▇▇▇ ▇-▇, or Form S-3, as applicable, (or any successor form), qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of all Registrable Shares. The Shareholdrs demanding registration shall deliver a written notice to the company requeting the registration of the Registrable sharesthen owned by them. Within 10 days after the receipt by the Company of such request for registration pursuant to this Section 1.3(b), the Company shall give written notice of such proposed registration to all Shareholders. Such Shareholders shall have the right, by giving written notice to the Company within 20 days after the Company provides its notice, to elect to have included in such registration having an such of their Registrable Shares as such Shareholders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, as soon as possible, of all Registrable Shares that the Company has been requested to so register. Notwithstanding the foregoing, the Company may delay the filing, amendment and/or the effectiveness of such Registration Statement, for a period not to exceed 90 days in the aggregate during any 12 month period, if at the time the Company is engaged in a material transaction and the filing, amendment and/ or effectiveness of such Registration Statement would have a material adverse effect on such transaction. The Company shall not be required to effect any registration within 180 days after the effective date of the first Registration Statement of the Company. (c) If the Company is entitled as a registrant to register securities on Form S-3 (or any successor form) a Shareholder or Shareholders of Registrable Securities may request, in writing, that the Company effect the registration on Form S-3 (or any successor form) of Registrable Securities owned by such Shareholder or Shareholders, provided the aggregate offering price to the public of the securities to be so registered is not less than $10,000,000)500,000 per offering. Thereupon, the Company shall promptly shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 (or any successor form), qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of the all Registrable Shares which that the Company has been so requested to register so register. The Shareholders may request one registrations pursuant to this Section 1.3(c) in any 12 month period. The Company agrees to maintain each registration requested pursuant to this Section 1.3(c) in effect until the shares covered by such Investors. b. registration statement are sold. Notwithstanding anything contained in this Section 2 to the contraryforegoing, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or filing, amendment and/or the effectiveness of any registration statement such Registration Statement, for a period of up not to ninety (90) exceed 90 days after in the date of a request for registration pursuant to this Section 2 aggregate during any 12 month period, if at the time of such request (A) the Company is engagedengaged in a material transaction and the filing, or has fixed plans to engage within ninety (90) days of the time amendment and/or effectiveness of such requestRegistration Statement would have a material adverse effect on such transaction. (d) If the underwriter, in a firm commitment if any, managing any underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to under this Section 2(b) for a total 1.3 determines in good faith that, because of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on factors the number of Registrable Shares requested to be registered by each all Shareholders exceed the number of Registrable Shares to which such holder); and (B) secondregistration should, in the Primary Shares. iv. If the Investors which are holders opinion of the managing underwriter, be limited (the “Underwriters’ Maximum Number”), then (A) the Company will be obligated and required to include in such registration the number of Registrable Shares requesting requested to be included in a registration pursuant to Section 2(a) so elect, registered by all Shareholders which does not exceed the offering of Underwriters’ Maximum Number and such Registrable Shares pursuant to such registration shall be in allocated pro rata among the form Shareholders based upon the number of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included by such Shareholders, and (B) if the Underwriters’ Maximum Number exceeds the number of Registrable Shares which the Company shall be required to include in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made clause (A) as a result of a delay pursuant to this Section 2(b)(ii) above1.3(c), (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of then the Company may include in such registration that number of securities which persons (other than the Shareholders) shall have requested be included in such registration and which shall not actually known be greater than such excess. (without imputing the knowledge of any other Person to such holderse) by the holders initiating such request If at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to this Section 1.3, the exercise Company is engaged or has fixed plans to engage within 90 days of such one registration right the time of the request in a registered public offering as to which the Shareholders may include Registrable Shares pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to 1.4, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the expenses incurred effective date of such offering; provided, however, that (i) such direction by the Company through must be made within 30 days of the date of such Shareholders’ request to withdraw or not file register Registrable Shares pursuant to this Section 1.3, (ii) the Company shall use its best efforts in good faith to cause the registration statement. vi. The Company shall not statement relating to such underwritten registered public offering to be obligated to file or cause filed and to become effective as expeditiously as shall be reasonably possible, and (iii) that such right to delay a registration statement for request can be exercised by the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.Company not more than once in any 18 month period

Required Registration. a. At any time following (a) After 90 days from closing, Purchaser can demand that the earlier of five (5) years from the date of the Closing (as such term is defined Company file a registration statement covering its shares included in the Series B Purchase Agreement) and six Units (6) months "Shares"). Within 14 business days after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request demand the Company to effect the shall prepare and file a registration statement on Form S-3 under the Securities Act or other appropriate Form in the event Form S-3 is not available, covering the Shares and shall use commercially reasonable efforts to cause such registration statement to become effective as expeditiously as possible and to remain effective until the earliest to occur of (i) the date the Shares covered thereby have been sold, (ii) the date by which all Shares covered thereby may be sold under Rule 144 without restriction as to volume and own less than 1% of outstanding shares, or (iii) the date which is the 36-month anniversary of the closing date for the Units. (b) Following the effectiveness of a registration statement filed pursuant to this section, the Company may, at any time, suspend the effectiveness of such Registrable Shares registration for up to thirty (30) days, as appropriate (a "Suspension Period"), by giving notice to the Purchasers of Units, if the board of directors shall have reasonably determined in good faith that the Company is required to disclose any material corporate development which disclosure may have a Material Adverse Effect on the Company. Notwithstanding the foregoing, no more than one Suspension Period may occur during any twelve-month period, unless approved by Purchasers. The Company shall use its best efforts to limit the duration and number of any Suspension Periods. The Purchasers of Units agree that, upon receipt of any notice from the Company of a Suspension Period, the Purchasers of Units shall forthwith discontinue disposition of Units covered by such registration having an aggregate offering price statement or prospectus until the Purchasers of Units (i) are advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) have received copies of a supplemental or amended prospectus, if applicable, and (iii) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. (c) If the public of registration statement required to be filed pursuant to Section 4.1(a) has not less than $10,000,000been filed by the Company with the Commission by the 14th business day following the demand date or has not been declared effective by the Commission within 50 calendar days after the filing date (either event, a "Registration Default"), then following such Registration Default and until such Registration Default is cured by the Company filing such registration statement with the Commission and such registration statement being declared effective by the Commission (a "Registration Cure"), the Company shall promptly use its best efforts pay to effect each Purchaser an amount (the registration under "Default Payment") equal to the Securities Act product of (x) one thirtieth of one percent of the Registrable Shares purchase price of the shares acquired by such Purchaser on the Closing Date, multiplied by (y) the number of days which elapse between the date of the Registration Default and the date of the Registration Cure (the "Registration Default Period"). The Default Payment may be paid in either cash or additional shares of Common Stock, such form of payment to be determined at the election of the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 each 30 days during the Registration Default Period up to the contrary90th day following the date of the demand and thereafter to be determined at the election of the Purchasers each 30 days during the Registration Default Period, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for number of additional Shares calculated based upon the holders closing price of the Registrable Shares initiated pursuant Company's Common Stock on the Nasdaq Small Cap Market on the trading day immediately prior to Section 2(a) above. iithe end of the period with respect to which such Default Payment relates. The Company may delay and the filing Purchasers agree that the damages resulting from a Registration Default would be difficult or effectiveness impossible to determine and that the Default Payment represents a reasonable approximation of any registration statement the anticipated damages. Accordingly, the Purchasers agree that the receipt of the Default Payment shall be Purchasers' sole and exclusive remedy under this Agreement or otherwise for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) Registration Default, and in no event shall the Company is engagedbe liable for any lost profits, consequential, special, punitive or has fixed plans similar damages, no matter how identified, resulting from a Registration Default. Notwithstanding the foregoing, Purchaser shall be entitled to engage within ninety (90) days exercise the right to seek specific performance of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which Company's obligations under the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month periodAgreement. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-1, Form SB-2 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-1, Form SB-2 or Form S-3, in which case such registration shall be on another appropriate form in accordance 3 63 herewith). The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any time following event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of five (5x) years the date when all Registrable Securities covered by such Registration Statement have been sold by the Purchaser or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If an additional Registration Statement is required to be filed because a majority of the holders of Preferred Stock reasonably determine that the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants and Option are exercisable may exceed the number of shares of Common Stock initially registered in respect of the Conversion Shares, the Option Shares, the Dividend Shares and the Warrant Shares based upon the computation on the Closing Date, the holders shall give the Company written notice of such fact, and the Company shall have twenty (20) Business Days from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act its receipt of such Registrable Shares (notice to file such registration having an aggregate offering price to the public of not less than $10,000,000), the additional Registration Statement. The Company shall promptly use its best efforts to effect cause such additional Registration Statement to be declared effective by the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by such Investors. b. Notwithstanding anything contained Commission as soon as possible, but in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more no event later than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month periodfiling. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following (a) Subject to the earlier existing registration rights of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent Series D Preferred Stock and Series F Preferred Stock, on or prior to May 30, 2003 (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000"Filing Deadline Date"), the Company shall promptly use its best efforts to effect the prepare and file a registration statement under the Securities Act (the "Registration Statement"), on a Form S-2 or other appropriate form selected by the Company, covering the Restricted Stock and shall use its commercially reasonable efforts to cause such registration statement to become effective within one hundred twenty (120) days following the Initial Closing or final Subsequent Subscription, as applicable, and to remain effective until the earlier to occur of the Registrable Shares date (i) the Restricted Stock covered thereby have been sold, or (ii) by which the Company has been so requested to register by such Investorsall Restricted Stock covered thereby may be sold under Rule 144, without volume limitations. b. Notwithstanding anything contained in (b) Following the effectiveness of a registration statement filed pursuant to this Section 2 to the contrarysection, the Company may, at any time, suspend the effectiveness of such registration for up to 45 days, as appropriate (a "Suspension Period"), by giving notice to the Holders of Restricted Stock, if the Company shall not have determined that the Company may be obligated required to effect disclose any registration under material corporate development which disclosure may have a Material Adverse Effect. Notwithstanding the Securities Act except foregoing, no more than two Suspension Periods (i.e., 90 days) may occur in accordance with the following provisions: i. immediate succession. The Company shall not be obligated to use its best efforts to file limit the duration and cause to become effective more than three (3) registration statements for the holders number of the Registrable Shares initiated pursuant to Section 2(a) above. iiany Suspension Periods. The Company may delay the filing or effectiveness Holders of Restricted Stock agree that, upon receipt of any notice from the Company of a Suspension Period, the Holders of Restricted Stock shall forthwith discontinue disposition of Restricted Stock covered by such registration statement for a period or prospectus until the Holders of up to ninety Restricted Stock (90i) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, are advised in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved writing by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion use of all Registrable Shares and/or Primary Shares proposed the applicable prospectus may be resumed, (ii) have received copies of a supplemental or amended prospectus, if applicable, and (iii) have received copies of any additional or supplemental filings which are incorporated or deemed to be included in incorporated by reference into such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Sharesprospectus. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following On or prior to the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial OfferingFiling Date, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company shall prepare and file with the Commission a Registration Statement covering all Registrable Securities for an offering to effect be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2. The Company shall use its reasonable best efforts to cause the registration Registration Statement to be declared effective under the Securities Act of such Registrable Shares (such registration having an aggregate offering price as promptly as possible after the filing thereof, but in any event prior to the public of not less than $10,000,000)Effectiveness Date, the Company shall promptly use its best efforts and to effect the registration keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold by the Holders or (y) the date on which the Registrable Shares which the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not Securities may be obligated to effect sold without any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated restriction pursuant to Section 2(aRule 144(k) above. ii. The Company may delay as determined by the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental counsel to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a)written opinion letter, the Company shall give notice of such requested registration addressed to the Investors who do not request registration hereunder, and Company's transfer agent to such effect (the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed "Effectiveness Period"). If an additional Registration Statement is required to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, filed because the holders of a majority of the Registrable principal amount outstanding under the Convertible Notes reasonably determine that the actual number of Interest Payment Shares held by and the Investors initiating such registration shares of Common Stock into which the Convertible Notes are convertible may request exceed the Company to withdraw or not to file number of shares of Common Stock initially registered in respect of the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to Conversion Shares and the material adverse effect of an event Interest Payment Shares based upon the computation on the businessClosing Date, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one give the Company written notice of their demand registration rights under Section 2(b)(i) such fact, and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(ahave twenty (20) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through Business Days from the date of its receipt of such request notice to withdraw or not file the registration statement. visuch additional Registration Statement. The Company shall not use its best efforts to cause such additional Registration Statement to be obligated to file or cause to become declared effective a registration statement for by the holders of the Registrable Shares initiated pursuant to Section 2(aCommission as soon as possible, but in no event later than ninety (90) above during the 180-day period beginning on the Registration Datedays after filing.

Required Registration. a. At any time following (a) Subject to the earlier existing registration rights of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least Series D Preferred Stock and Series F Preferred Stock within ninety (90) to one hundred twenty percent (20%120) of days after the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000)Closing Date, the Company shall promptly prepare and file a registration statement under the Securities Act, on a form selected by the Company, covering the Restricted Stock and shall use its commercially reasonable efforts to cause such registration statement to become effective as expeditiously as possible and to remain effective until the earlier to occur of the date (i) the Restricted Stock covered thereby have been sold, or (ii) by which all Restricted Stock covered thereby may be sold under Rule 144, without volume limitations. (b) Following the effectiveness of a registration statement filed pursuant to this section, the Company may, at any time, suspend the effectiveness of such registration for up to 45 days, as appropriate (a "Suspension Period"), by giving notice to the Holders of Restricted Stock, if ------------------ the Company shall have determined that the Company may be required to disclose any material corporate development which disclosure may have a Material Adverse Effect on the Company. Notwithstanding the foregoing, no more than two Suspension Periods (i.e., 90 days) may occur in immediate succession. The Company shall use its best efforts to effect limit the registration under the Securities Act duration and number of the Registrable Shares which any Suspension Periods. The Holders of Restricted Stock agree that, upon receipt of any notice from the Company has been so requested to register of a Suspension Period, the Holders of Restricted Stock shall forthwith discontinue disposition of Restricted Stock covered by such Investors. b. Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period or prospectus until the Holders of up to ninety Restricted Stock (90i) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, are advised in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved writing by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion use of all Registrable Shares and/or Primary Shares proposed the applicable prospectus may be resumed, (ii) have received copies of a supplemental or amended prospectus, if applicable, and (iii) have received copies of any additional or supplemental filings which are incorporated or deemed to be included in incorporated by reference into such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Sharesprospectus. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At The Company shall use its reasonable best efforts to prepare and as promptly as possible after the date hereof, but in any event, not later than 90 days from the Closing Date (or, if such 90th day is not a Business Day, by the first Business Day thereafter) (the “Required Filing Date”) file a Registration Statement with the SEC (the “Required Registration Statement”) and cause the Required Registration Statement to be declared effective under the Securities Act within 180 days after the Closing Date (or, if such 180th day is not a Business Day, by the first Business Day thereafter). The Company agrees to include in the Required Registration Statement all information which the Designated Holders shall reasonably request. The Company shall use its reasonable best efforts to keep the Required Registration Statement continuously effective for a period of two years after the Registration Statement first becomes effective, plus the number of days during which such Registration Statement was not effective or usable pursuant to Sections 2.5(b), 2.6(e) or 2.6(i), or such shorter period as will terminate when all of the Registrable Securities covered by the Required Registration Statement have been disposed of in accordance with the Required Registration Statement or have otherwise ceased to be Registrable Securities. In the event the Company shall give any notice pursuant to Sections 2.6(e) or (i), the additional time following period mentioned in this Section 2.1 during which the earlier Required Registration Statement is to remain effective shall be extended by the number of five (5) years days during the period from and including the date of the Closing giving of such notice pursuant to Sections 2.6(e) or (as such term is defined in i) to and including the Series B Purchase Agreement) and six (6) months after date when each seller of a Registrable Security covered by the Company’s Initial Offering, if Registration Statement shall have received the holders of at least twenty percent (20%) copies of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000supplemented or amended prospectus contemplated by Sections 2.6(e), the Company shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following (a) The Company shall, no later than sixty (60) days after the earlier of five (5) years from the date of the Last Closing (as such term is defined in the Series B Purchase AgreementSubscription Agreements), file a registration statement (the "Registration Statement") and six on Form S-l (6) months after or other suitable form, at the Company’s Initial Offering's discretion but subject to the reasonable approval of Subscribers) with the Securities and Exchange Commission (the "SEC"). The Company shall, if within ten (10) days of the holders filing of the Registration Statement, send a copy of the Registration Statement to Subscribers. Such Registration Statement shall initially cover the resale of a number of shares of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants equal to at least twenty percent (20%one million five hundred thousand ( 1,500,000) shares of Common Stock, allocated and reserved pro rata among the Registrable Shares then outstanding Subscribers and ▇▇▇▇▇▇ or designees of ▇▇▇▇▇▇, and shall in writing state that cover, to the extent allowable by applicable law, such holders desire to sell Registrable Shares in the public securities markets and request the Company additional indeterminate number of shares of Common Stock as are required to effect the registration under full conversion of the Securities Act Preferred Stock and the full exercise of such Registrable Shares (such registration having an aggregate offering the Warrants, due to fluctuations in the price to of the public of not less than $10,000,000), the Company's Common Stock. The Company shall promptly use its best efforts to have the Registration Statement declared effective as soon as possible. In the event that the Company determines or is notified by a Holder that the Registration Statement does not cover a sufficient number of shares of Common Stock to effect the registration under the Securities Act conversion of all Preferred Stock then eligible for conversion, including Preferred Stock issuable upon exercise of warrants to purchase Series A Preferred Stock of the Registrable Shares which Company, and exercise of the outstanding Warrants, the Company has been so requested shall, within five (5) business days, amend the Registration Statement or file a new registration statement to register by add such Investors. b. Notwithstanding anything contained in this Section 2 number of additional shares as would be necessary to effect all such conversions of the contraryPreferred Stock and exercises of the Warrants. If the Registration Statement is not declared effective within five (5) calendar months after the Last Closing or if any new or amended registration statement required to be filed hereunder is not declared effective within two (2) calendar months of the date it is required to be filed, the Company shall not pay Subscribers an amount equal to two percent (2%) per month of the aggregate amount of Preferred Stock sold to Subscriber in the Offering, compounded monthly and accruing daily until the Registration Statement is declared effective (the "Late Registration Payment"), payable, at each Subscriber's option, in either cash or Common Stock. If Subscriber elects to be obligated paid in cash, such Late Registration Payment shall be paid to such Subscriber within five (5) business days following the end of the month in which such Late Registration Payment was accrued. If Subscriber elects to be paid in Common Stock, such number of shares shall be determined as follows: Upon conversion of each share of Preferred Stock, the Company shall issue to Subscriber the number of shares of Common Stock determined as set forth in Section 5(a) of the Certificate of Designation plus an additional number of shares of Common Stock (the "Additional Shares") determined as set forth below: Additional Shares = Late Registration Payment ------------------------- Conversion Price where, "Conversion Price" has the definition ascribed to it in the Certificate of Designation. Such Additional Shares shall also be deemed "Registrable Securities" as defined herein. (b) The Registration Statement shall be prepared as a "shelf" registration statement under Rule 415, and shall be maintained effective until the Holders of the Registrable Securities have completed a distribution of such Securities. (c) The Company represents that it is presently eligible to effect any the registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to contemplated hereby on Form S- 1 and will use its best efforts to file and cause continue to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant take such actions as are necessary to Section 2(a) above. iimaintain such eligibility. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.2

Required Registration. a. At On any time following the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial OfferingRegistration Date, if the Corporation shall be requested in writing by the holders of at least twenty thirty percent (2030%) (on a Common Stock equivalent basis) of the Registrable Restricted Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000)Shares, the Company Corporation shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company Corporation has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to register; provided, however, that the contrary, the Company Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company (a) the Corporation shall not be obligated to use its best efforts to file and cause to become effective (i) more than three (3) two registration statements for the holders of the Registrable Shares initiated pursuant to this Section 2(a2, (ii) above.any registration statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days or (iii) any registration statement initiated pursuant to this Section 2 unless such registration statement relates to Registrable Shares having a minimum aggregate offering price of $10,000,000 (based on the then current market price or fair value of the Common Stock); ii. The Company (b) the Corporation may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) 120 days after the date of a request for registration pursuant to this Section 2 if at the time of such request (Ai) the Company Corporation is engaged, or has fixed plans to engage within ninety (90) 90 days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, 3 or (Bii) the Company Corporation reasonably determines that such registration and offering would be materially detrimental to interfere with any material transaction involving the Company and its stockholdersCorporation, as approved by the Board; providedBoard of Directors or (iii) the Corporation has received a request for registration in accordance with the terms of an agreement granting registration rights on behalf of the holder of Other Shares, however, provided that the Company Corporation may only so delay the filing or effectiveness of a registration statement once pursuant to this Section 2(bclause (i) for a total of ninety (90) days after the date of a request for registration above and once pursuant to Section 2(a); clause (ii) above, in each case in any 12-month period and provided further that that, in the Company may not utilize this right more than once event of a delay in any twelve registration contemplated by clause (12iii), the Corporation agrees to file or use its best efforts to cause the effectiveness of such registration promptly upon the expiration of the required period of delay; and (c) month period. iii. With with respect to any registration pursuant to this Section 2(a)2, the Company Corporation shall give notice of such requested registration to the Investors who do not request registration hereunder, hereunder and to the holders of all Other Shares which are entitled to registration rights and the Company Corporation may include in such registration any Primary Shares or Other Shares; provided however provided, however, that if the managing underwriter advises the Company Corporation that the inclusion of all Registrable Shares, Primary Shares and/or Primary Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Primary Other Shares proposed to be included in such registration shall be included in the following order: (Ai) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on upon the number of Registrable Shares requested to be registered by each such holder); (ii) second, the Other Shares which are entitled to registration rights; and (Biii) secondthird, the Primary Shares. iv. (d) If the Investors which are holders method of disposition requested by the Registrable Shares requesting to be included in a registration holders, pursuant to this Section 2(a) so elect2, is an underwritten public offering, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the holders of Registrable Shares requested shall have the right to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to designate the Company to act as the lead managing underwriter or underwriters in connection with of such offering, which underwriter shall be a top 15 investment bank as rated by Securities Data Corp. at the time of the request. v. (e) At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration shares may request the Company Corporation to withdraw or not to file the registration statement. In that event, unless if such request of withdrawal was shall not have been caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to to, the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was madeCorporation, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under this Section 2(b)(i) 2 and the Company Corporation shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to this Section 2(a) 2 unless the remaining holders of Registrable Shares shall pay to the Company Corporation the expenses incurred by the Company Corporation through the date of such request to withdraw or not file the registration statementrequest. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following (a) The Company shall, no later than sixty (60) days after the earlier of five (5) years from the date of the Last Closing (as such term is defined in the Series B Purchase AgreementSubscription Agreements), file a registration statement (the "Registration Statement") and six on Form S-l (6) months after or other suitable form, at the Company’s Initial Offering's discretion but subject to the reasonable approval of Subscribers) with the Securities and Exchange Commission (the "SEC"). The Company shall, if within ten (10) days of the holders filing of the Registration Statement, send a copy of the Registration Statement to Subscribers. Such Registration Statement shall initially cover the resale of a number of shares of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants equal to at least twenty percent (20%one million five hundred thousand ( 1,500,000) shares of Common Stock, allocated and reserved pro rata among the Registrable Shares then outstanding Subscribers and Swartz or designees of Swart▇, ▇▇▇ shall in writing state that cover, to ▇▇▇ ▇xtent allowable by applicable law, such holders desire to sell Registrable Shares in the public securities markets and request the Company additional indeterminate number of shares of Common Stock as are required to effect the registration under full conversion of the Securities Act Preferred Stock and the full exercise of such Registrable Shares (such registration having an aggregate offering the Warrants, due to fluctuations in the price to of the public of not less than $10,000,000), the Company's Common Stock. The Company shall promptly use its best efforts to have the Registration Statement declared effective as soon as possible. In the event that the Company determines or is notified by a Holder that the Registration Statement does not cover a sufficient number of shares of Common Stock to effect the registration under the Securities Act conversion of all Preferred Stock then eligible for conversion, including Preferred Stock issuable upon exercise of warrants to purchase Series A Preferred Stock of the Registrable Shares which Company, and exercise of the outstanding Warrants, the Company has been so requested shall, within five (5) business days, amend the Registration Statement or file a new registration statement to register by add such Investors. b. Notwithstanding anything contained in this Section 2 number of additional shares as would be necessary to effect all such conversions of the contraryPreferred Stock and exercises of the Warrants. If the Registration Statement is not declared effective within five (5) calendar months after the Last Closing or if any new or amended registration statement required to be filed hereunder is not declared effective within two (2) calendar months of the date it is required to be filed, the Company shall not pay Subscribers an amount equal to two percent (2%) per month of the aggregate amount of Preferred Stock sold to Subscriber in the Offering, compounded monthly and accruing daily until the Registration Statement is declared effective (the "Late Registration Payment"), payable, at each Subscriber's option, in either cash or Common Stock. If Subscriber elects to be obligated paid in cash, such Late Registration Payment shall be paid to such Subscriber within five (5) business days following the end of the month in which such Late Registration Payment was accrued. If Subscriber elects to be paid in Common Stock, such number of shares shall be determined as follows: Upon conversion of each share of Preferred Stock, the Company shall issue to Subscriber the number of shares of Common Stock determined as set forth in Section 5(a) of the Certificate of Designation plus an additional number of shares of Common Stock (the "Additional Shares") determined as set forth below: Additional Shares = Late Registration Payment ------------------------- Conversion Price where, "Conversion Price" has the definition ascribed to it in the Certificate of Designation. Such Additional Shares shall also be deemed "Registrable Securities" as defined herein. (b) The Registration Statement shall be prepared as a "shelf" registration statement under Rule 415, and shall be maintained effective until the Holders of the Registrable Securities have completed a distribution of such Securities. (c) The Company represents that it is presently eligible to effect any the registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to contemplated hereby on Form S- 1 and will use its best efforts to file and cause continue to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant take such actions as are necessary to Section 2(a) abovemaintain such eligibility. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At (a) The Buyer will use its reasonable best efforts to cause to be declared effective one registration statement on Form S-3 or any time successor thereto (or in the event the Buyer is not eligible to use Form S-3 or such successor form, Form S-1 or any other form then available for such purpose) following the earlier date which is twelve months after the date hereof. Forty- five days prior to such date, the Buyer shall send a Notice of five (5) years from Registration Statement and Selling Securityholder Questionnaire to each individual or entity which holds Restricted Stock which, as a result of such twelve month date referenced above, will no longer be subject to the "Lock-Up" described in the Investment Representation and Lock-Up Agreement executed on the date hereof. To be included on such registration statement, a holder must return a completed Notice of Registration Statement and Selling Securityholder Questionnaire within fifteen days of the date of the Closing (as Notice of Registration Statement and Selling Securityholder Questionnaire. If after expiration of such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offeringfifteen day period, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders Restricted Stock have not indicated a desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having have eligible shares with an aggregate offering price to the public of not less than at least $10,000,000)600,000 included in the registration statement, the Company Buyer shall not be required to file a registration statement at such time. If holders of Restricted Stock have indicated a desire to have eligible shares with an aggregate price to the public of at least $600,000 included in the registration statement, the Buyer shall as promptly as practicable file a registration statement covering such shares and shall use its reasonable best efforts to effect the have such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by such Investorsstatement declared effective. b. Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3b) registration statements for the If holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested Restricted Stock to be included in such registration shall select one or more nationally recognized firms registered request that the intended method of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such disposition be an underwritten public offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held shares of Restricted Stock to be sold in such offering shall designate the managing underwriter of such offering, subject to the approval of the Buyer, which approval shall not be unreasonably withheld. (c) The Buyer shall be entitled to include in any registration statement referred to in this Section 2 shares of Common Stock to be sold by the Investors initiating Buyer for its own account, except as and to the extent that such method of disposition is an underwritten public offering and in the opinion of the managing underwriter such inclusion would adversely affect the marketing of the Restricted Stock to be sold. (d) The Buyer's obligation to file a registration statement or cause such registration may request the Company statement to withdraw or not become effective shall be suspended for up to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request 30 days if there exists at the time their request was made, or (C) in response to material non-public information with respect relating to the Company Buyer which the Buyer determines in good faith would interfere with or affect the negotiation or completion of a contemplated transaction (whether or not actually known a final decision has been made to undertake such transaction) or involve initial or continuing disclosure obligations that are not in the best interest of the Buyer. (without imputing the knowledge of any other person to such holderse) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders The Buyer shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one keep a registration right statement filed pursuant to Section 2(a) unless effective until the earliest of (i) the sale of all of the shares included thereunder, (ii) the agreement by the holders of Registrable Shares shall pay such shares to terminate the Company the expenses incurred by the Company through the date registration, (iii) each holder of such request shares becoming eligible, under Rule 144 under the Securities Act, to withdraw make unregistered sales in a three-month period of all its shares included on such registration statement or not (iv) the registration rights of the holders of such shares have terminated hereunder. At such time, the Buyer may file a post-effective amendment to such registration statement removing from registration the shares included in such registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000), the Company shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not prepare and file with the Commission a Registration Statement covering all Registrable Securities for an offering to be obligated made on a continuous basis pursuant to Rule 415. The Company will use its best efforts to file and cause the Registration Statement within 30 (thirty) days following the Filing Date, but in any event within sixty (60) days following the Filing Date. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to become effective more than three (3) registration statements register for the holders of resale the Registrable Shares initiated pursuant to Section 2(a) above. iiSecurities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company may delay shall use its best efforts to cause the filing or effectiveness of any registration statement for a period of up Registration Statement to ninety (90) days after be declared effective under the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage Securities Act within ninety (90) days following the Filing Date, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). Within five (5) calendar days after receipt by the Company of a no review letter from the Commission, the Company will take all appropriate measures necessary to cause the Registration Statement to be declared effective immediately. If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in respect of the time of Conversion Shares and the Warrant Shares based upon the computation on the Closing Date, the Company shall have twenty (20) Business Days to file such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3additional Registration Statement, and the Company has delivered notice shall use its best efforts to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant cause such additional Registration Statement to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved declared effective by the Board; providedCommission as soon as possible, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety but in no event later than sixty (9060) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month periodfiling. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if If the holders of at least twenty percent (20%) Navarre Stock make a written request that the Company file a registration statement for 100% of the Registrable Shares Navarre Stock (or a lesser percentage provided that the anticipated aggregate offering price, net of any underwriting discounts and commissions, would exceed $2,000,000), then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000), the Company shall promptly will use its best efforts to effect the a registration statement under the Securities Act of the Registrable Shares covering all Navarre Stock which the holders requested to be registered. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of Navarre Stock that such registration is to be effected. The Company shall include in such registration statement such Navarre Stock for which it has been so requested received written requests to register by such Investors. b. Notwithstanding anything contained in other record holders within 30 days after the Company's written notice to such other record holders. The Company shall be obligated to prepare, file and cause to become effective only one registration statement pursuant to this Section 2 8.10.1, and to pay the contraryexpenses associated with such registration statement, the Company and shall not be obligated to effect any a registration during the period starting within 60 days prior to the filing date of a registration statement of the Company, and ending 180 days after the effective date of a Company registration. Furthermore, the Company is not obligated to effect a registration under this Section 8.10.1 if the Securities Act except in accordance with the following provisions:holders' proposed disposal of Navarre Stock may be immediately registered on Form S-3 pursuant to a Form S-3 registration (see Section 8.10.2 below). i. 1. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant Navarre Stock seeking registration may select an underwriter reasonably acceptable to Section 2(a) above. iithe Company for the distribution of the Navarre Stock. The Company may delay In the filing or effectiveness event that in the good faith judgment of any registration statement for a period the managing underwriter of up to ninety (90) days after such public offering the date inclusion of all of the Navarre Stock originally covered by a request for registration pursuant would reduce the number of shares to this Section 2 if at be offered or interfere with the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days successful marketing of the time shares of such requeststock offered, the number of shares of Navarre Stock otherwise to be included in a firm commitment the underwritten public offering of Primary Shares in which shall be reduced pro rata among the holders thereof to such amount as is deemed appropriate in the good faith judgment of Registrable Shares may include Registrable Shares pursuant to Section 3the managing underwriter, and provided that any other securities of the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to statement shall first be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in reduced or removed from such registration shall be included in statement prior to any such reduction of Navarre Stock. Without the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number written consent of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such Navarre Stock for which registration may request has been requested pursuant to this section, neither the Company to withdraw or not to file the registration statement. In that event, unless such request nor any other holder of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations securities of the Company not actually known (without imputing may include securities in such registration if in the knowledge good faith judgment of the managing underwriter of such public offering the inclusion of such securities would interfere with the successful marketing of the Navarre Stock or require the exclusion of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders portion of the Registrable Shares initiated pursuant Navarre Stock to Section 2(a) above during the 180-day period beginning on the Registration Datebe registered.

Required Registration. a. At any time following the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price On or prior to the public of not less than $10,000,000), Filing Date the Company shall promptly prepare and file with the Commission a Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its best efforts to effect cause the registration Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securitie may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in respect of the Registrable Conversion Shares, the Interest Shares which and the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to Warrant Shares based upon the contrarycomputation on the Closing Date, the Company shall not be obligated have twenty (20) Business Days to effect any registration under file such additional Registration Statement, and the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause such additional Registration Statement to become be declared effective more by the Commission as soon as possible, but in no event later than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month periodfiling. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following (a) The Company shall, no later than sixty (60) days after the earlier of five (5) years from the date of the Last Closing (as such term is defined in the Series B Purchase AgreementSubscription Agreements), file a registration statement (the "Registration Statement") and six on Form S-l (6) months after or other suitable form, at the Company’s Initial Offering's discretion but subject to the reasonable approval of Subscribers) with the Securities and Exchange Commission (the "SEC"). The Company shall, if within ten (10) days of the holders filing of the Registration Statement, send a copy of the Registration Statement to Subscribers. Such Registration Statement shall initially cover the resale of a number of shares of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants equal to at least twenty percent (20%one million five hundred thousand ( 1,500,000) shares of Common Stock, allocated and reserved pro rata among the Registrable Shares then outstanding Subscribers and Swartz or designees of Sw▇▇▇▇, and shall in writing state that cover, ▇▇ ▇▇e extent allowable by applicable law, such holders desire to sell Registrable Shares in the public securities markets and request the Company additional indeterminate number of shares of Common Stock as are required to effect the registration under full conversion of the Securities Act Preferred Stock and the full exercise of such Registrable Shares (such registration having an aggregate offering the Warrants, due to fluctuations in the price to of the public of not less than $10,000,000), the Company's Common Stock. The Company shall promptly use its best efforts to have the Registration Statement declared effective as soon as possible. In the event that the Company determines or is notified by a Holder that the Registration Statement does not cover a sufficient number of shares of Common Stock to effect the registration under the Securities Act conversion of all Preferred Stock then eligible for conversion, including Preferred Stock issuable upon exercise of warrants to purchase Series A Preferred Stock of the Registrable Shares which Company, and exercise of the outstanding Warrants, the Company has been so requested shall, within five (5) business days, amend the Registration Statement or file a new registration statement to register by add such Investors. b. Notwithstanding anything contained in this Section 2 number of additional shares as would be necessary to effect all such conversions of the contraryPreferred Stock and exercises of the Warrants. If the Registration Statement is not declared effective within five (5) calendar months after the Last Closing or if any new or amended registration statement required to be filed hereunder is not declared effective within two (2) calendar months of the date it is required to be filed, the Company shall not pay Subscribers an amount equal to two percent (2%) per month of the aggregate amount of Preferred Stock sold to Subscriber in the Offering, compounded monthly and accruing daily until the Registration Statement is declared effective (the "Late Registration Payment"), payable, at each Subscriber's option, in either cash or Common Stock. If Subscriber elects to be obligated paid in cash, such Late Registration Payment shall be paid to such Subscriber within five (5) business days following the end of the month in which such Late Registration Payment was accrued. If Subscriber elects to be paid in Common Stock, such number of shares shall be determined as follows: Upon conversion of each share of Preferred Stock, the Company shall issue to Subscriber the number of shares of Common Stock determined as set forth in Section 5(a) of the Certificate of Designation plus an additional number of shares of Common Stock (the "Additional Shares") determined as set forth below: Additional Shares = Late Registration Payment ------------------------- Conversion Price where, "Conversion Price" has the definition ascribed to it in the Certificate of Designation. Such Additional Shares shall also be deemed "Registrable Securities" as defined herein. (b) The Registration Statement shall be prepared as a "shelf" registration statement under Rule 415, and shall be maintained effective until the Holders of the Registrable Securities have completed a distribution of such Securities. (c) The Company represents that it is presently eligible to effect any the registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to contemplated hereby on Form S- 1 and will use its best efforts to file and cause continue to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant take such actions as are necessary to Section 2(a) abovemaintain such eligibility. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following the earlier of five (5a) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after Immediately upon the Company’s Initial Offering's qualification to use a Form S-3 Registration Statement to register the resale of shares of Restricted Stock, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and one or more Shareholders may request the Company to effect the registration register under the Securities Act shares of Restricted Stock held by them for sale in the manner specified in such notice, provided that the closing sale price (or if no sales have been reported for such date, the mean between the closing bid and asked price) per share of Common Stock on the trading day immediately preceding the date of such Registrable notice, multiplied by the number of Shares (such as to which registration having an aggregate offering price to the public of not less than is requested, is at least $10,000,000), the 500,000. The Company shall promptly use its best efforts to effect the registration under the Securities Act give notice of the Registrable Shares which proposed registration to all other Shareholders holding Restricted Stock, and any such Shareholders may join in such request for registration by written request received by the Company has been so requested to register by within 15 days after receipt of such Investors. b. Notwithstanding anything contained in this Section 2 to written notice from the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. Company. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) the registration statements for the holders resale of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness shares of any registration statement for a period of up to ninety (90) days after the date of a request for registration Restricted Stock pursuant to this Section 2 if at 3(a) as soon as practicable, but in no event more than 45 days following the time receipt of such notice, and on an unlimited number of occasions, subject to applicable law. The Company shall notify the Shareholders within 30 days after it has become eligible to use Form S-3. (b) In the event that on or prior to December 31, 1997, the Company has not become qualified to use a Form S-3 Registration Statement to register shares of Restricted Stock, then at any time thereafter one or more Shareholders may request that the Company register pursuant to a Registration Statement on Form S-1 or Form S-2, as applicable, the resale of no less than 325,000 shares of Restricted Stock for sale in the manner specified in such notice. The Company shall promptly give notice of the proposed registration to all other Shareholders holding Restricted Stock, and any such Shareholders may join in such request for registration by written request received by the Company within 15 days after receipt of such written notice from the Company. The Company shall be obligated to use its best efforts to cause the registration for resale of the shares of Restricted Stock pursuant to this Section 3(b) as soon as practicable, but in no event more than 45 days following the receipt of such notice, and on one occasion only, provided, however that such obligation shall be deemed satisfied only when a registration statement covering the Restricted Stock, for sale in accordance with the method of disposition specified in the notice, shall have become effective. (Ac) Notwithstanding the foregoing and anything to the contrary contained herein, (i) the only securities that the Company is engagedshall be required to register for resale pursuant to this Section 3 shall be shares of Common Stock, or has fixed plans to engage (ii) no request may be made under this Section 3 within ninety (90) 90 days after the effective date of a registration statement filed by the time of such request, in Company covering a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and Common Stock by the Company has delivered notice to under the holders of Registrable Shares thereof within thirty Securities Act and (30) days of the registration request made pursuant to Section 2(a) hereof, or (Biii) the Company reasonably may postpone for a reasonable period of time, not to exceed 30 days, the filing or the effectiveness of any registration statement covering the shares of Restricted Stock requested to be registered under this Section 3 if the Board of Directors of the Company in good faith determines that such registration and offering would be materially detrimental have a material adverse effect on any plan or proposal by the Company with respect to any financing, acquisition, recapitalization, reorganization or other material transaction, or the Company is in possession of material non-public information that, if publicly disclosed, would result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences to the Company. (d) The Company and its stockholdersshall be entitled to include in any registration statement referred to in this Section 3, as approved for sale in accordance with the method of disposition specified in the notice from Shareholders referred to above, shares of Common Stock to be sold by the Board; Company for its own account and or by other holders of Common Stock, provided, however, that if the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a)covers an underwritten public offering, the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises or underwriters, if any, of such offering advise the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares shares requested to be included in such the registration (orshould be reduced or eliminated, and if necessary▇▇▇▇▇▇, such Registrable Shares pro rata among the holders thereof based on the number or any transferee or assignee of Registrable Shares Common Stock from ▇▇▇▇▇▇ shall have requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders inclusion of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included shares in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shares so excluded shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and excluded in the order specified in that certain Registration Rights Agreement dated the date hereof between the Company shall no longer be obligated to register Registrable Shares pursuant to and ▇▇▇▇▇▇ (the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement"▇▇▇▇▇▇. Registration Agreement"). vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At In the event that the Company has not completed a financing of any time following kind of at least $1,000,000 (excluding the earlier of five (5) years from financing pursuant to the date of the Closing (as such term is defined in the Series B Securities Purchase Agreement) and six (6) months after by the Company’s Initial OfferingFinancing Deadline, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price on or prior to the public of not less than $10,000,000)Filing Date, the Company shall promptly prepare and file with the Commission a Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form Form SB-2 (unless the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its best efforts to effect cause the registration Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date (except where the Company's audited financial statements are stale, in which case by the earlier of 90 days after the Effectiveness Date or the date that current audited financial statements have been filed by the Company as part of a Form 10-KSB), and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (i) the date when all Registrable Securities covered by such Registration Statement have been sold or (ii) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k), as determined by counsel to the Company or the Buyer pursuant to a written opinion letter addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time during the Effectiveness Period (i) the maximum number of Conversion Shares and Warrant Shares exceeds (A) the number of shares of Common Stock initially registered in respect of the Registrable Conversion Shares which and the Company has been so requested to register Warrant Shares minus (B) the number of Conversion Shares and Warrant Shares, if any, already sold by such Investors. b. Notwithstanding anything contained in this Section 2 the Holder pursuant to the contraryRegistration Statement and (ii) such excess exists for a period of more than ten (10) Business Days in any thirty (30) day period, the Company shall not be obligated required to effect any registration under file an amendment to the Securities Act Registration Statement or an additional Registration Statement with respect to such excess shares within ten (10) Business Days after such conditions have been met (except where the Company's audited financial statements are stale, in accordance with which case within 100 calendar days after such conditions have been met), and the following provisions: i. The Company shall not be obligated to thereafter use its best efforts to file and cause such amendment or additional Registration Statement to become be declared effective more by the Commission as soon as possible, but in no event later than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month periodfiling. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time Not later than forty-five (45) days following the earlier of five date hereof (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000“Filing Date”), the Company shall promptly prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-3 (except if the Company is not then eligible to use Form S-3, in which case such registration statement shall be on another appropriate form) (the “Registration Statement”) covering the resale of all of the Registrable Securities (as defined below) in an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act. The Company shall use its commercially reasonable best efforts to effect cause such registration statement to become effective as soon as practicable and in any event not later than ninety (90) days following the registration under date hereof and remain effective for the Securities Act period specified in Section 10(d) below. Subject to any modifications that are responsive to comments, rules or regulations of the SEC, the Registration Statement will include a Plan of Distribution, which shall be no more restrictive than that included in the Company’s registration statement on Form S-3, SEC File No. 333-121297. For purposes of this Agreement, the term “Registrable Shares which Securities” means the Company has been so requested Warrant Shares, together with any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to register by any Registrable Securities. Until such Investors. b. Notwithstanding anything contained in this Section 2 to time as the contraryRegistration Statement is effective, the Company shall not be obligated to effect grant any registration rights or other rights to register securities under the Securities Act except in accordance with that are senior to the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders rights of the Registrable Shares initiated Holder under this Section 10(a) or that have the effect of delaying a sale or limiting the number of securities which may be sold by the Holder pursuant to Section 2(a) above. ii. The Company may delay the filing Registration Statement or effectiveness otherwise adversely affect the rights of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to Holder under this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board10(a); provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may foregoing shall not utilize this right more than once in affect any twelve (12) month period. iii. With respect pre-existing rights granted to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Sharespersons or entities. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following the earlier After receipt of five a written request (5a "REGISTRATION REQUEST") years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state Seafirst requesting that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Stock under the Securities Act of such Registrable Shares 1933, as amended (such registration having an aggregate offering price to the public "SECURITIES ACT") and specifying the intended method or methods of not less than $10,000,000)disposition thereto, the Company shall promptly prepare and file with the Commission a registration statement under the Securities Act on any form which the Company is eligible to use for registering the resale of the Registrable Stock which the Company has been requested to register (including, without limitation, a registration statement on Form S-3 of the Securities Act) and shall use its best efforts to effect cause such registration statement to become effective; PROVIDED, HOWEVER, that, subject to the registration under the Securities Act provisions of the Registrable Shares which the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contraryimmediately following sentence, the Company shall not be obligated required to effect any more than a total of one registration under statement of Registrable Stock with respect to a request by Seafirst pursuant to this section and, in the Securities Act except in accordance with case of an underwritten offering, the following provisions: i. Company shall have the right to approve the underwriter, which approval shall not be unreasonably withheld. The Company shall not be obligated have the right to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay defer the filing or effectiveness of any registration statement requested pursuant to this section if (i) on the date of the Registration Request the Company is in the process of preparing another registration statement for a period of up to ninety (90) days an underwritten public offering, until the 90th day after the date of a request for such Registration Request, (ii) in order to file such registration pursuant statement, the Company would be required to this Section 2 if conduct an audit other than the regular audit of the Company conducted by the Company at the end of its fiscal year, until such time the Company conducts its regular annual audit (unless Seafirst agrees to pay the expenses of such request an audit) or (Aiii) in the good faith determination of the board of directors of the Company is engaged, or has fixed plans to engage within ninety (90) days of the time filing of such request, in registration statement would have a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice materially adverse affect to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant Company, until such time period as such filing would not have such affect, such period not to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Boardexceed 90 days; provided, however, PROVIDED that the Company may only delay shall not have the filing or effectiveness of a registration statement pursuant right to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize exercise this right more than once in any twelve (12) 12 month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. (a) At any time following the earlier of five (5) years from the date of the Closing (as such term is defined after June 22, 1994, a Stockholder or Stockholders holding in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of aggregate at least twenty percent (20%) 51% of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and may request the Company Company, in writing, to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than at least $10,000,000)5,000,000. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 20 days from receipt of the Company's notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration under registration, on the Securities Act requested form of the Registration Statement, of all Registrable Shares which the Company has been so requested to register register. If such request is in connection with an underwritten public offering, the underwriters will be selected by such Investors. b. Notwithstanding anything contained in this Section 2 the Company, subject to the contraryapproval of a majority of the requesting holders, which approval will not be unreasonably withheld. The Company shall not be required to effect more than one registration pursuant to this paragraph (a). In addition, the Company shall not be obligated required to effect any registration under within six months after the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders date of any other Registration Statement of the Registrable Shares initiated pursuant to Section 2(a) aboveCompany. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90b) days after the date of a request for registration pursuant to this Section 2 if If at the time of such any request to register Registrable Shares pursuant to paragraph (Aa), (i) the Company is engaged, engaged or has fixed plans to engage within ninety (90) 30 days of the time of such request, the request in a firm commitment underwritten registered public offering of Primary Shares in as to which the holders of Registrable Shares Stockholders may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty paragraph (30) days of the registration request made pursuant to Section 2(a) hereofa), or (Bii) is engaged in any other activity which, in the Company reasonably determines that such registration and offering good faith determination of the Company's Board of Directors, would be materially detrimental adversely affected by the requested registration to the Company and its stockholdersmaterial detriment of the Company, as approved by the Board; provided, however, that then the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) at its option direct that such request be delayed for a total period not in excess of ninety (90) days after six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request for registration pursuant to Section 2(a); and provided further that be exercised by the Company may not utilize this right more than once in any twelve two year period. In an event described in clause (12) month period. iii. With respect to any registration pursuant to Section 2(ai), the Company shall give notice of such requested registration to may, within the Investors who do not request registration hereunderperiod stated therein, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registrationfile a Registration Statement, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) firstwhich Registration Statement, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was madeCompany's option, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one be a Registration Statement filed under paragraph (b) of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement9.04 hereof. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At any time following (a) Subject to the earlier receipt of five all necessary information from the Investors, the Company shall prepare and file a registration statement on Form S-3 under the Securities Act covering the Registrable Securities (5the "REGISTRATION STATEMENT"), on or before the date that is sixty (60) years from days after the Closing Date (the "FILING DATE"), and shall use its commercially reasonable efforts to cause such Registration Statement to become effective within one hundred twenty (120) days after the Closing Date (the "EFFECTIVENESS DATE"). (b) If the Registration Statement is not filed on or prior to the Filing Date or declared effective on or prior to the Effectiveness Date, then at the end of each 30-day period subsequent to the Filing Date or the Effectiveness Date, as the case may be, during which the Registration Statement has not been so filed or declared effective (a "DELAY PERIOD"), up to the date of the first anniversary of the Closing Date (the "ANNIVERSARY DATE"), each Investor shall have the right with respect to each Delay Period to purchase, at a price equal to $.0001 per share (the "ADDITIONAL SHARE PRICE"), an additional number of shares of Common Stock ("ADDITIONAL SHARES") equal to 2% of the number of Shares purchased by such Investor as such term set forth on Annex A, rounded to the nearest whole number of Additional Shares. The Company shall promptly mail a written notice to each Investor informing it of the number of Additional Shares that it is defined entitled to purchase with respect to each Delay Period. The right of the Investors to purchase Additional Shares shall expire on the 90th day following the Anniversary Date. Each purchase of Additional Shares shall be subject to delivery of the Additional Share Price and to the continuing accuracy of all of the representations and warranties of each Investor set forth in the Series B Purchase Subscription Agreement. (c) and six (6) months after The Company shall use its commercially reasonable efforts to maintain the Company’s Initial Offering, if the holders of at least twenty percent (20%) effectiveness of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration Registration Statement under the Securities Act until the earliest of (i) the date that is two years after the Closing Date, and (ii) the date on which all of the Registrable Securities have been sold pursuant to the Registration Statement or no longer constitute Registrable Securities. (d) Notwithstanding the foregoing, if the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons and the Company determines in good faith that the public disclosure requirements imposed on the Company under the Securities Act in connection with a registration hereunder would require disclosure of such Registrable Shares (activity, transaction, preparation or negotiations and that such registration having an aggregate offering price disclosure would be seriously detrimental to the public of not less than $10,000,000)Company, the Company shall promptly use its best efforts to effect have the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register right, by such Investors. b. Notwithstanding anything contained in this Section 2 written notice to the contraryHolders, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of withdraw a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); filing and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a)after such notice, the Company shall give notice of such requested registration but prior to the Investors who do not request registration hereundereffectiveness thereof, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.

Required Registration. a. At If on any time following the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the one occasion one or more holders of at least twenty not less than fifty-one percent (2051%) of the Registrable Shares then outstanding (including as outstanding for this purpose shares of Common Stock issuable upon exercise or conversion of outstanding Registrable Shares) shall notify the Company in writing state that such holders desire it or they intend to sell offer or cause to be offered Registrable Shares in the for public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000)sale, the Company shall promptly will so notify all holders of Registrable Shares. Upon written request of any holder of Registrable Shares given within fifteen (15) days after the receipt by such holder from the Company of such notification, the Company will use its best efforts to effect cause such of the registration Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible, at the expense of the Company. If the Company determines to include shares to be sold by it in any registration requested pursuant to this Section 3, such registration shall be deemed to be a registration under Section 2 hereof rather than under this Section 3. In any registration pursuant to this Section 3, the Company shall not have a right to include any Company shares in such registration statement unless Holders of a majority of the Registrable Shares which included in such registration statement shall have given their consent. Notwithstanding the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contraryforegoing, (a) the Company shall not be obligated to effect any a registration under pursuant to this Section 3 unless such registration shall include Registrable Shares having an anticipated fair market value of at least $1,000,000; (b) the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after 3 during the period beginning with the date sixty days prior to the Company's estimated (in good faith) date of filing of, and ending on a date four months following the effective date of, a registration statement (whose preparation was in progress at the beginning of such sixty-day period) pertaining to an underwritten public offering of securities of the Company, provided that the Company is actively employing in good faith all reasonable efforts through such period to cause such registration statement to become effective; and (c) if the Board of Directors of the Company reasonably determines that immediate registration of such Registrable Shares could have a material adverse effect upon the Company, the Company may delay commencement of registration for up to three months after receipt of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. ivas referenced above. If the Investors which are holders Company elects to delay filing of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of statement for such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effectivereason, the holders of a majority of the Registrable Shares held by requesting to be included in the Investors initiating registration shall have the right to withdraw such request, which withdrawn request shall be deemed not to have been made. Any registration requested pursuant to this Section 3 that shall not have become effective shall not be deemed to be a registration under this Section 3 unless such registration may request the Company to withdraw or has not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) become effective solely as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect any act or omission of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. viShares. The Company shall not be obligated to file or cause to become effective a registration statement for holders of the holders majority of the Registrable Shares initiated to be included in any registration pursuant to this Section 2(a) above during 3 which is underwritten shall select the 180-day period beginning on managing underwriter for the Registration Datepublic offering subject to the approval of the Company, which approval shall not be unreasonably withheld.

Required Registration. a. At If the Company shall be requested by any Investor or group of Investors holding at least a majority of all Restricted Shares (based upon Common Stock equivalents), at any time following the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering180th day after the Registration Date, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of Registrable Shares, the Company shall promptly give written notice of such proposed registration to all holders of Restricted Shares and shall offer to include in such proposed registration any Registrable Shares (requested to be included in such proposed registration having an aggregate offering price by the holders of Restricted Shares who shall respond in writing to the public Company's notice within 30 days after delivery of not less than $10,000,000such notice (which response shall specify the number of Registrable Shares proposed to be included in such registration), the . The Company shall promptly use its best efforts to effect the such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contraryregister; provided, however, that the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The (a) the Company shall not be obligated to use its best efforts to file and cause to become effective (i) more than three (3) two registration statements for the holders of the Registrable Shares initiated pursuant to this Section 2(aor (ii) above.any registration statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days; ii. The (b) the Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) 90 days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) 60 days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Restricted Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty 4; (30c) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With with respect to any registration pursuant to Section 2(a)this Section, the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares or Other Shares; provided however provided, however, that if the any managing underwriter advises for the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed to be included in public offering contemplated by such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order:advises the (Ai) first, the Registrable Shares requested to be included in such registration (orheld by the Investors, if necessary, such Registrable Shares pro rata among the holders thereof based on upon the number of Restricted Shares (based upon Common Stock equivalents) owned by each Investor at the time of such registration; provided, however, that the Series B Investors shall be entitled to include at least 15% of the Registrable Shares requested to be registered by each such holder)them; and (Bii) second, the Primary Shares and the Other Shares.; iv. If (d) if, while a registration request is pending pursuant to this Section 2, the Investors which are holders Company has determined in good faith that (i) the filing of a registration statement would require the Registrable Shares requesting disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (ii) the Company then is unable to comply with Commission requirements applicable to the requested registration, the Company shall not be included in required to effect a registration pursuant to this Section 2(a2 until the earlier of (A) so elect, the offering of date upon which such Registrable Shares pursuant material information is otherwise disclosed to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested public or ceases to be included material or the Company is able to so comply with applicable Commission requirements, as the case may be, and (B) 45 days after the Company makes such good-faith determination, provided that the Company shall not be permitted to delay a requested registration in such reliance on this paragraph (d) more than once in any 12-month period. A requested registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable under this Section may be rescinded by written notice to the Company to act as the lead managing underwriter or underwriters in connection with such offering. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such request. Such rescinded registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective count as a registration statement for the holders of the Registrable Shares initiated pursuant to this Section 2(afor purposes of paragraph (a) above during if (1) such request is rescinded by such Investors not later than five business days prior to the 180-day period beginning on proposed filing of a registration statement with the Registration DateCommission and (2) such Investors reimburse the Company for all expenses incurred in connection with such withdrawn request. A registration rescinded later than five business days prior to the proposed filing of a registration statement with the Commission shall count as a registration statement initiated pursuant to paragraph (a) of this Section.

Required Registration. a. (a) At any time, and from time following to time, after the earlier to occur of five (5i) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after a Registration Statement covering an underwritten initial public offering of shares of Class A Common Stock shall have become effective, or (ii) June 30, 1998, Holders holding in the Company’s Initial Offering, if the holders of at least twenty percent (20%) aggregate not less than 25% of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and Stock may request the Company to effect the registration register under the Securities Act all or any portion of shares of Registrable Stock held by such requesting Holder or Holders for sale in the manner specified in such notice, subject to the conditions set forth in Section 2(b) below. (b) The Company's obligation to register Registrable Shares (such registration having an Stock under Section 2(a) above is subject to the condition that the reasonably anticipated aggregate offering price to the public of not less than $10,000,000)all Registrable Stock for which registration has been requested by Holders, together with any shares sold by the Company shall promptly use for its best efforts to effect own account, will exceed Fifteen Million Dollars ($15,000,000) in the case of a registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by such Investorsis an initial public offering and Three Million Dollars ($3,000,000) for any other registration, or except as otherwise provided in this Agreement. b. (c) Notwithstanding anything contained in this Section 2 to the contrarycontrary contained herein, the Company shall not be obligated required to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated seek to use its best efforts to file and cause a Registration Statement to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to this Section 2(a2: (i) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety within one hundred eighty (90180) days after the effective date of a request for registration pursuant to this Section 2 if at the time of such request (A) Registration Statement filed by the Company is engaged(other than a registration of securities solely in connection with an Employee Plan), or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or shall use its best efforts to achieve effectiveness of a registration statement pursuant requested hereunder promptly following such one hundred eighty (180) day period if such request is made during such one hundred eighty (180) day period; (ii) if the Company shall furnish to holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a Registration Statement to be filed in the near future due to pending Company events, or that it would require disclosure of material non-public information relating to the Company which, in the reasonable opinion of the Board of Directors, should not be disclosed, then the Company's obligation to use all reasonable efforts to register, qualify or comply under this Section 2(b) 2 shall be deferred for a total of period not to exceed ninety (90) consecutive days after from the date of a receipt of written request for registration pursuant to Section 2(a)from such Holders; and provided further provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; (iii) if such registration is proposed to be part of a firm commitment underwritten public offering, unless the underwriters are reasonably acceptable to the Company; or (iv) for any Holder requesting such registration who may then dispose of all of such Holder's Registrable Stock proposed to be so registered pursuant to Rule 144 promulgated under the Securities Act within the three-month period following such proposed registration (taking into account all sales of Registrable Stock which such Holder proposes to sell pursuant to Rule 144 during such three-month period). iii. With respect to (d) Following receipt of any registration pursuant to notice under this Section 2(a)2, the Company shall give immediately notify all Holders of Registrable Stock from whom notice has not been received that such registration is to be effected and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting Holders, the number of shares of Registrable Stock specified in such notice (and in all notices received by the Company from other Holders within thirty (30) days after the giving of such requested registration notice by the Company). If the proposed method of disposition is an underwriting, the Holders of a majority of the shares of Registrable Stock to be sold in such offering may designate the managing underwriter of such offering, who shall be reasonably acceptable to the Investors who do Company. The Company shall be obligated to register Registrable Stock pursuant to this Section 2 only on three (3) occasions (other than on Form S-3 pursuant to Section 4 hereof); provided, however, that such obligation shall be deemed satisfied only when a registration statement covering all shares of Registrable Stock specified in notices received as aforesaid and which have not request been withdrawn by the Holder thereof or excluded by the underwriter, if any, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and all such shares shall have been sold pursuant thereto. (e) The Company shall be entitled to include in any Registration Statement referred to in this Section 2, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account and shares to be sold by any other shareholder pursuant to incidental registration hereunderrights granted to such shareholders in accordance with Section 15, except as and to the extent that, in the opinion of the managing underwriter, if any, such inclusion would adversely affect the marketing of the Registrable Stock to be sold or that such inclusion is otherwise unadvisable. If the Company determines to include shares to be sold by it in any registration requests pursuant to this Section 2, such registration shall be deemed to have been a registration under Section 3 of this Agreement, and not a registration under this Section 2, if the Company may holders of Registrable Stock are unable to include in any such registration statement all of the Registrable Stock initially requested for inclusion in such registration any Primary Shares; provided however that if statement. If, in the good-faith judgment of the managing underwriter advises the Company that of such public offering, if any, the inclusion of all Registrable Shares and/or Primary Shares proposed of the shares of Class A Common Stock requested for inclusion pursuant to be included in such registration this Section 2 would interfere with adversely affect the successful marketing (including pricing) of the Registrable Shares proposed offering or a reduction in the number of shares of Class A Common Stock to be included in such registrationsold is otherwise advisable, then the number of Registrable Shares and/or Primary Shares proposed shares of Class A Common Stock to be included in the offering shall be reduced to the required level, first, by excluding (on a pro rata basis) shares of Common Stock to be sold by the Company for its own account and shares proposed to be sold by such shareholders granted such incidental registration shall rights in accordance with Section 15 hereof, and, second, by reducing the participation of such Holders in such offering pro rata among such Holders thereof requesting such registration, based upon the number of shares of Registrable Stock owned by such Holders. Except for Registration Statements on Form ▇-▇, ▇▇▇▇ ▇-▇, any successor forms thereto, any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation, any other form of registration statement not available for registering the Registrable Stock or any registration statement relating solely to Employee Plans, the Company will not cause any other Registration Statement with respect to its Class A Common Stock for its own account to become effective less than ninety (90) days after the effective date of any registration requested pursuant to this Section 2. (f) Whenever a requested registration is for an underwritten offering, only shares which are to be included in the following order: (A) first, the Registrable Shares requested to underwriting may be included in such the registration (or, if necessary, such Registrable Shares pro rata among unless the holders thereof based on the number of Registrable Shares requested to be registered by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offeringconsents otherwise. v. At any time before the registration statement covering Registrable Shares pursuant to Section 2(a) becomes effective, the holders of a majority of the Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not file the registration statement. vi. The Company shall not be obligated to file or cause to become effective a registration statement for the holders of the Registrable Shares initiated pursuant to Section 2(a) above during the 180-day period beginning on the Registration Date.