Common use of Company's Obligations in Registration Clause in Contracts

Company's Obligations in Registration. The following provisions shall also be applicable at the sole cost and expense of the Company in the case of registrations under Section 11: i) Following the effective date of such registration statement, the Company shall, upon the request of the Holder, forthwith supply such number of prospectuses meeting the requirements of the Securities Act as shall be requested by the Holder to permit it to make a public distribution of all of its Warrant Shares, provided that the Holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of the Holder) in connection therewith as the Company shall request in writing. ii) the Company shall bear the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Company to which such Person may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use therein.

Company's Obligations in Registration. The following provisions shall also be applicable at the sole cost and expense In connection with any offering of the Company in the case of registrations under Subject Stock pursuant to Section 11: i3(c) Following the effective date of such registration statementabove, the Company shall, upon : (i) Notify you as to the request filing thereof and of all amendments or supplements thereto filed prior to the effective date thereof; (ii) Comply with all applicable rules and regulations of the HolderCommission; (iii) Notify you immediately, forthwith supply such number of prospectuses meeting and confirm the requirements notice in writing, (1) when the Registration Statement becomes effective, (2) of the Securities Act as shall be requested issuance by the Holder Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to permit it the suspension of qualification of the Subject Stock for sale in any jurisdiction or of the initiation, or the threatening, of any proceedings for that purpose and (4) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall enter such a stop order or order suspending qualification at any time, the Company will make every reasonable effort to make obtain the lifting of such order as promptly as practicable. (iv) During the time when a public Prospectus is required to be delivered under the Act during the period required for the distribution of the Subject Stock, comply so far as it is able with all of its Warrant Sharesrequirements imposed upon it by the Act, provided that as hereafter amended, and by the Holder shall Rules and Regulations promulgated thereunder, as from time to time furnish in force, so far as necessary to permit the Company with such appropriate information (continuance of sales of or dealings in the Subject Stock. If at any time when a Prospectus relating to the intentions Subject Stock is required to be delivered under the Act any event shall have occurred as a result of which, in the Holder) in connection therewith as opinion of counsel for the Company shall request in writing. ii) or your counsel, the Company shall bear Prospectus relating to the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of Subject Stock as then amended or based upon any untrue statement or alleged supplemented includes an untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omits to state therein a any material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to which amend such person may become subject, or any violation or alleged violation by Prospectus to comply with the Company to which such Person may become subject, under the Securities Act, the Exchange ActCompany will promptly prepare and file with the Commission an appropriate amendment or supplement (in form satisfactory to you). (v) Endeavor in good faith, in cooperation with you, at or prior to the time the Registration Statement becomes effective, to qualify the Subject Stock for offering and sale under the securities laws relating to the offering or sale of the Subject Stock of such jurisdictions as you may reasonably designate and to continue the qualifications in effect so long as required for purposes of the sale of the Subject Stock; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process, or other Federal or state laws or regulationsto taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, at common law or otherwisethe Company will, except to the extent unless you agree that such lossesaction is not at the time necessary or advisable, claimsfile and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction. For the purposes of this paragraph, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon "good faith" is defined as the same standard of care and in strict conformity with written information furnished to degree of effort as the Company will use to qualify its securities other than the Subject Stock. (vi) Make generally available to its security holders as soon as practicable, but not later than the first day of the eighteenth full calendar month following the effective date of the Registration Statement, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or the rules and regulations promulgated thereunder, but which shall satisfy the provisions of Section 11(a) of the Act) covering a period of at least twelve months beginning after the effective date of the Registration Statement. (vii) After the effective date of such person expressly for use therein; PROVIDED HOWEVERRegistration Statement, that prepare, and promptly notify you of the Holder shall at proposed filing of, and promptly file with the same time indemnify the Company, its directorsCommission, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against every amendment or supplement thereto or to any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of Prospectus forming a material fact contained in any registration statement or any prospectus included therein required to part thereof as may be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the any statements therein not misleading; provided that no such amendment or supplement shall be filed if you shall object thereto in writing promptly after being furnished a copy thereof. (viii) Furnish to you, to which as soon as available, copies of any such person may become subjectRegistration Statement and each preliminary or final Prospectus, or supplement or amendment prepared pursuant thereto, all in such quantities as you may from time to time reasonably request; (ix) Make such representations and warranties to any violation or alleged violation by underwriter of the Holder Subject Stock, and use your best efforts to which cause Company counsel to render such opinions to such underwriter, as such underwriter may reasonably request; and (x) Pay all costs and expenses incident to the performance of the Company's obligations under Sections 3(c) and (d), its directorsincluding, each officer signing without limitation, the related registration statementfees and disbursements of the Company's auditors and legal counsel, fees and each persondisbursements of legal counsel for you, if anyregistration, who controls listing and filing fees, printing expenses and expenses in connection with the transfer and delivery of the Underlying Securities; provided, however, that the Company within shall not be responsible for compensation and reimbursement of expenses to underwriters or selling agents for the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinincluded Subject Stock.

Company's Obligations in Registration. The following If and whenever the Company is required by the provisions of this Section 4 to effect the registration of the Warrant Shares under the Securities Act, the Company will: 1. Prepare and file with the Commission a registration statement with respect to all outstanding Warrant Shares and cause such registration statement to become effective and file such amendments necessary to maintain the effectiveness of the registration statement for a period of not less than one (1) year, except that the Company shall also not be applicable required to keep such registration statement effective, or to prepare and file any amendments or supplements thereto after the period of distribution of the registered securities has been completed; 2. Furnish to the holders for whom such Warrant Shares are registered or are to be registered such numbers of copies of the preliminary prospectus included in such registration statement and the prospectus included in such registration statement at the sole cost and expense time it is ordered effective by the Commission as such holders may reasonably request in order to facilitate the disposition of the registered securities; 3. Use reasonable efforts to register or qualify the Warrant Shares covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as the Warrantholders for whom the Warrant Shares are registered or are to be registered shall reasonably request, provided, however, that the Company will not be required to: (i) qualify generally to do business in any jurisdiction where it would not be required to do so but for this Clause 3; (ii) subject itself to taxation in such jurisdiction; (iii) consent to general service of process; (iv) register in any state requiring, as a condition to registration, the escrow or surrender of any Company securities held by any security holder; and (v) incur expenses exceeding $10,000 in the case aggregate, in connection with such registration or qualification; and 4. Notify each holder for whom such Warrant Shares are registered or are to be registered covered by such registration statements, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of registrations under Section 11: i) Following the effective date happening of any event as a result of which the prospectus included in such registration statement, the Company shallas then in effect, upon the request of the Holder, forthwith supply such number of prospectuses meeting the requirements of the Securities Act as shall be requested by the Holder to permit it to make a public distribution of all of its Warrant Shares, provided that the Holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of the Holder) in connection therewith as the Company shall request in writing. ii) the Company shall bear the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged includes an untrue statement of a material fact contained in or omits to state any registration statement or any prospectus included therein material fact required to be filed stated therein or furnished by reason necessary to make the statements therein not misleading in the light of this Section the circumstances then existing, and at the request of any such holder, prepare and furnish to such holder a reasonable number of copies of a supplement to or otherwise an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omit to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements statement therein not misleading, to which such person may become subject, or any violation or alleged violation by misleading in the Company to which such Person may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning light of the Securities Actcircumstances then existing, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of provided that no such supplement or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to amendment need be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning after distribution of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinregistered securities has been completed.

Company's Obligations in Registration. The following If and whenever the Company is obligated by the provisions shall also be applicable at of this Article 3 to effect the sole cost registration of any Warrant Shares under the Act, as expeditiously as possible the Company will: (a) as expeditiously prepare and expense file with the Commission a registration statement with respect to such Warrant Shares and use its best efforts to cause such registration statement to become and remain effective during the period required for the distribution of the Company securities covered by the registration statement; PROVIDED, HOWEVER, that in the case event that the Warrant Shares covered by such registration statement are not to be sold to or through underwriters acting for the Company, the Company shall not be required to keep such registration statement in effect, or to prepare and file any amendments or supplements thereto, after the expiration of registrations six months following the date on which such registration statement becomes effective under the Act or such longer period during which the Commission requires that such registration statement be kept effective with respect to any of the Warrant Shares so registered; (b) as expeditiously as possible, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Act with respect to the disposition of all Warrant Shares covered by such registration statement, whenever the Warrant Holders for whom such Warrant Shares are registered or are to be registered shall desire to dispose of the same, subject, however to the proviso contained in Section 11: i3.4(a) Following above; provided, however, that in any event the Company's obligations under this Section 3.4(b) shall terminate 90 days after the effective date of any such registration statement, the Company shall, upon the request statement if none of the HolderWarrant Shares registered thereunder shall have been sold; (c) as expeditiously as possible, forthwith supply furnish to the Warrant Holders for whom such number Warrant Shares are registered or are to be registered and to any underwriter or underwriters such numbers of prospectuses meeting copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act Act, and such other documents as shall be requested by such Warrant Holders may reasonably request in order to facilitate the Holder to permit it to make a public distribution disposition of all of its such Warrant Shares, provided that ; (d) use its reasonable efforts to register or qualify the Holder shall from time to time furnish the Company with Warrant Shares covered by such appropriate information (relating to the intentions registration statement under such other securities or blue sky laws of the Holder) in connection therewith such jurisdictions as the Company Warrant Holders for whom such Warrant Shares are registered or are to be registered shall request in writing. ii) the Company shall bear the entire cost reasonably request, and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against do any and all losses, claims, damages other reasonable acts and liabilities (including reasonable fees and expenses things to so register or qualify which may be necessary or advisable to enable such Warrant Holders to consummate the disposition in such jurisdictions of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Company to which such Person may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use therein.Warrant Shares;

Company's Obligations in Registration. The following If and whenever the Company is obligated by the provisions shall also be applicable at of this Article 3 to effect the sole cost registration of any Warrant Shares under the Act, as expeditiously as possible the Company will: (a) as expeditiously prepare and expense file with the Commission a registration statement with respect to such Warrant Shares and use its best efforts to cause such registration statement to become and remain effective during the period required for the distribution of the Company securities covered by the registration statement; PROVIDED, HOWEVER, that in the case event that the Warrant Shares covered by such registration statement are not to be sold to or through underwriters acting for the Company, the Company shall not be required to keep such registration statement in effect, or to prepare and file any amendments or supplements thereto, after the expiration of registrations six months following the date on which such registration statement becomes effective under the Act or such longer period during which the Commission requires that such registration statement be kept effective with respect to any of the Warrant Shares so registered; (b) as expeditiously as possible, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Act with respect to the disposition of all Warrant Shares covered by such registration statement, whenever the Warrantholders for whom such Warrant Shares are registered or are to be registered shall desire to dispose of the same, subject, however to the proviso contained in Section 11: i3.4(a) Following above; PROVIDED, HOWEVER, that in any event the Company's obligations under this Section 3.4(b) shall terminate 90 days after the effective date of any such registration statement, the Company shall, upon the request statement if none of the HolderWarrant Shares registered thereunder shall have been sold; (c) as expeditiously as possible, forthwith supply furnish to the Warrantholders for whom such number Warrant Shares are registered or are to be registered and to any underwriter or underwriters such numbers of prospectuses meeting copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act Act, and such other documents as shall be requested by such Warrantholders may reasonably request in order to facilitate the Holder to permit it to make a public distribution disposition of all of its such Warrant Shares, provided that ; (d) use its reasonable efforts to register or qualify the Holder shall from time to time furnish the Company with Warrant Shares covered by such appropriate information (relating to the intentions registration statement under such other securities or blue sky laws of the Holder) in connection therewith such jurisdictions as the Company Warrantholders for whom such Warrant Shares are registered or are to be registered shall request in writing. ii) the Company shall bear the entire cost reasonably request, and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against do any and all losses, claims, damages other reasonable acts and liabilities (including reasonable fees and expenses things to so register or qualify which may be necessary or advisable to enable such Warrantholders to consummate the disposition in such jurisdictions of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Company to which such Person may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use therein.Warrant Shares;

Company's Obligations in Registration. The following provisions shall also be applicable at the sole cost and expense In connection with any offering of the Company in the case of registrations under Underlying Securities pursuant to Section 11: i3(c) Following the effective date of such registration statementabove, the Company shall, upon : (i) Notify you as to the request filing thereof and of all amendments or supplements thereto filed prior to the effective date thereof; (ii) Comply with all applicable rules and regulations of the HolderCommission; (iii) Notify you immediately, forthwith supply such number of prospectuses meeting and confirm the requirements notice in writing, (1) when the Registration Statement becomes effective, (2) of the Securities Act as shall be requested issuance by the Holder Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to permit it the suspension of qualification of the Underlying Securities for sale in any jurisdiction or of the initiation, or the threatening, of any proceedings for that purpose and (4) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall enter such a stop order or order suspending qualification at any time, the Company will make every reasonable effort to make obtain the lifting of such order as promptly as practicable. (iv) During the time when a public Prospectus is required to be delivered under the Act during the period required for the distribution of the Underlying Securities, comply so far as it is able with all of its Warrant Sharesrequirements imposed upon it by the Act, provided that as hereafter amended, and by the Holder shall Rules and Regulations promulgated thereunder, as from time to time furnish in force, so far as necessary to permit the Company with such appropriate information (continuance of sales of or dealings in the Underlying Securities. If at any time when a Prospectus relating to the intentions Underlying Securities is required to be delivered under the Act any event shall have occurred as a result of which, in the Holder) in connection therewith as opinion of counsel for the Company shall request in writing. ii) or your counsel, the Company shall bear Prospectus relating to the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of Underlying Securities as then amended or based upon any untrue statement or alleged supplemented includes an untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omits to state therein a any material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to which amend such person may become subject, or any violation or alleged violation by Prospectus to comply with the Company to which such Person may become subject, under the Securities Act, the Exchange ActCompany will promptly prepare and file with the Commission an appropriate amendment or supplement (in form satisfactory to you). (v) Endeavor in good faith, in cooperation with you, at or prior to the time the Registration Statement becomes effective, to qualify the Underlying Securities for offering and sale under the securities laws relating to the offering or sale of the Underlying Securities of such jurisdictions as you may reasonably designate and to continue the qualifications in effect so long as required for purposes of the sale of the Underlying Securities; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process, or other Federal or state laws or regulationsto taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, at common law or otherwisethe Company will, except to the extent unless you agree that such lossesaction is not at the time necessary or advisable, claimsfile and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction. For the purposes of this paragraph, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon "good faith" is defined as the same standard of care and in strict conformity with written information furnished to degree of effort as the Company will use to qualify its securities other than the Underlying Securities. (vi) Make generally available to its security holders as soon as practicable, but not later than the first day of the eighteenth full calendar month following the effective date of the Registration Statement, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or the rules and regulations promulgated thereunder, but which shall satisfy the provisions of Section 11(a) of the Act) covering a period of at least twelve months beginning after the effective date of the Registration Statement. (vii) After the effective date of such person expressly for use therein; PROVIDED HOWEVERRegistration Statement, that prepare, and promptly notify you of the Holder shall at proposed filing of, and promptly file with the same time indemnify the Company, its directorsCommission, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against every amendment or supplement thereto or to any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of Prospectus forming a material fact contained in any registration statement or any prospectus included therein required to part thereof as may be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the any statements therein not misleading; provided that no such amendment or supplement shall be filed if you shall object thereto in writing promptly after being furnished a copy thereof. (viii) Furnish to you, to which as soon as available, copies of any such person may become subjectRegistration Statement and each preliminary or final Prospectus, or supplement or amendment prepared pursuant thereto, all in such quantities as you may from time to time reasonably request; (ix) Make such representations and warranties to any violation or alleged violation by underwriter of the Holder Underlying Securities, and use your best efforts to which cause Company counsel to render such opinions to such underwriter, as such underwriter may reasonably request; and (x) Pay all costs and expenses incident to the performance of the Company's obligations under Sections 3(c) and 3(d), its directorsincluding, each officer signing without limitation, the related registration statementfees and disbursements of the Company's auditors and legal counsel, fees and each persondisbursements of legal counsel for you, if anyregistration, who controls listing and filing fees, printing expenses and expenses in connection with the transfer and delivery of the Underlying Stock; provided, however, that the Company within shall not be responsible for compensation and reimbursement of expenses to underwriters or selling agents for the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinincluded Underlying Securities.

Company's Obligations in Registration. The following If and whenever the Company is obligated by the provisions shall also be applicable at of this Article 2 to effect the sole cost registration of any Warrant Shares under the Act, as expeditiously as possible the Company will: (a) prepare and expense file with the Commission a registration statement and use its best efforts to cause such registration statement to become and remain effective during the period required for the distribution of the Company securities covered by the registration statement; provided, however, that in the case event that the Warrant Shares covered by such registration statement are not to be sold to or through underwriters acting for the Company, the Company shall not be required to keep such registration statement in effect, or to prepare and file any amendments or supplements thereto, after the expiration of registrations six months following the date on which such registration statement becomes effective under Section 11:the Act or such longer period during which the Commission requires that such registration statement be kept effective with respect to any of the Warrant Shares so registered; i(b) Following prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective date and to comply with the provisions of the Act with respect to the disposition of all Warrant Shares covered by such registration statement, whenever the Company shall, upon the request Holder for whom such Warrant Shares are registered shall desire to dispose of the Holdersame, forthwith supply subject, however to the proviso contained in Section 2.3(a) above; (c) furnish to the Holder for whom such number Warrant Shares are registered and to any underwriter or underwriters such numbers of prospectuses meeting copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act Act, and such other documents as shall be requested Holder may reasonably request in order to facilitate the disposition of such Warrant Shares; (d) subject to Section 2.4 herein, use its reasonable efforts to register or qualify the Warrant Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the Holder for whom such Warrant Shares are registered or are to permit it be registered shall reasonably request, and do any and all other reasonable acts and things to make a public distribution so register or qualify which may be necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of all of its such Warrant Shares, provided Shares except that the Holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of the Holder) in connection therewith as the Company shall request not for any such purpose be required to: (i) qualify to do business as a foreign corporation in writing. any jurisdiction wherein it is not so qualified or to file therein any general consent to service of process or be subject to any escrow or other similar conditions; or (ii) take any other actions or submit itself or its directors or officers to any restrictions, obligations or burdens having a material adverse economic effect on it or them. Notwithstanding anything to the contrary contained herein, the Company shall bear be obligated to register or qualify the entire cost Warrant Shares of Holder and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any other Warrantholders covered by such registration statement in not more than 5 states or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Company to which such Person may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinjurisdictions.

Company's Obligations in Registration. The following provisions In the event you timely elect to participate in an offering by including your shares of Underlying Common Stock in a registration statement pursuant to Subsection 3(c) above, the Company shall: (i) notify you as to the filing thereof and of all amendments or supplements thereto filed prior to the effective date of such registration statement; (ii) comply with all applicable rules and regulations of the Commission; (iii) notify you immediately, and confirm the notice in writing, (1) when the registration statement becomes effective, (2) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to the suspension of qualification of the Underlying Common Stock for sale in any jurisdiction or of the initiation, or the threatening, of any proceedings for that purpose, and (4) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall also enter such a stop order or order suspending qualification at any time, the Company will promptly use its best efforts to obtain the lifting of such order; (iv) during any time when a prospectus is required to be applicable delivered under the Act during the period required for the distribution of the Underlying Common Stock, use its best efforts to comply with all requirements imposed upon it by the Act, as hereafter amended, and by the rules and regulations promulgated thereunder, so far as necessary to permit the continuance of sales of or dealings in the Underlying Common Stock pursuant to a prospectus complying with Section 10(a)(3) of the Act. If at any time when a prospectus relating to the Underlying Common Stock is required to be delivered under the Act and any event shall have occurred as a result of which, in the opinion of counsel for the Company or your counsel, the prospectus relating to the Underlying Common Stock as then amended or supplemented includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend such prospectus to comply with the Act and the rules and regulations of the Commission, promulgated thereunder, the Company will promptly prepare and file with the Commission an appropriate amendment or supplement in form satisfactory to you and your counsel; (v) use its best efforts, in cooperation with you, at or prior to the time the registration statement becomes effective, to register or qualify the Underlying Common Stock for offering and sale under the securities laws relating to the offering or sale of the Underlying Common Stock in such jurisdictions as you may reasonably designate and to continue the qualifications in effect so long as required for purposes of the sale of the Underlying Common Stock; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of process for all purposes. In each jurisdiction where such qualification shall be effected, the Company will, unless you agree that such action is not at the sole cost time necessary or advisable, file and expense make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction. For the purposes of this paragraph, "best efforts" includes, but is not limited to, the same standard of care and degree of effort as the Company will use to qualify its securities other than the Underlying Common Stock; (vi) make generally available to its security holders as soon as practicable, but not later than the first day of the _________ full calendar month following the effective date of the registration statement, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or the rules and regulations promulgated thereunder, but which shall satisfy the provisions of Section 11(a) of the Act and any applicable rules and regulations of the Commission thereunder) covering a period of at least twelve months beginning after the effective date of the registration statement; (vii) use the Company's best efforts to cause the independent certified public accountants of the Company to deliver to you, and to the underwriters if the Underlying Common Stock is being sold through underwriters, letters on the date that the registration statement becomes effective and on the date the Underlying Common Stock is delivered to the underwriters for sale pursuant to such registration or, if the Underlying Common Stock is not being sold through underwriters, on the date that the registration statement becomes effective, stating that they are independent certified public accountants within the meaning of the Act and the rules and regulations of the Commission thereunder, and that, in their opinion, the financial statements and other financial data of the Company included in the case registration statement or prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of registrations under Section 11:the Act, and such other financial matters as the underwriter, if any, or Warrantholders may reasonably request; i(viii) Following after the effective date of such registration statement, the Company shallprepare, upon the request and promptly notify you of the Holderproposed filing of, forthwith supply and promptly file with the Commission, each and every amendment or supplement thereto or to any prospectus forming a part thereof as may be necessary to make any statements therein not misleading in any material respect; provided, however, that no such number of prospectuses meeting the requirements of the Securities Act as amendment or supplement shall be requested by the Holder filed if you shall object thereto in writing promptly after being furnished a copy thereof; (ix) furnish to permit it to make a public distribution you, as soon as available, copies of any such registration statement and each preliminary or final prospectus, or supplement or amendment prepared pursuant thereto, all of its Warrant Shares, provided that the Holder shall in such quantities as you may from time to time furnish reasonably request in order to facilitate the Company with public sale or other disposition of the Underlying Common Stock; (x) make such appropriate information (relating representations and warranties to any underwriter of the Underlying Common Stock and to the intentions holders thereof, and use the Company's best efforts to cause the Company's counsel to render, at the time or times of the Holderletters referred to in subparagraph (vii) in connection therewith as the Company shall request in writing. ii) the Company shall bear the entire cost and expense above, such opinions of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Company to which such Person may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each personunderwriter, if any, who controls and to you, as such underwriter or you may reasonably request; and (xi) pay all costs and expenses incident to the Company within the meaning performance of the Securities ActCompany's obligations under this Section 3, from including without limitation the fees and against any disbursements of the Company's auditors and legal counsel, and of legal counsel responsible for qualifying the Underlying Common Stock under state securities or blue sky laws, all filing fees and printing expenses, all expenses in connection with the transfer and delivery of the Underlying Common Stock, and all losses, claims, damages and liabilities (including reasonable fees and expenses in connection with the qualification of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or Underlying Common Stock under state securities lawor blue sky laws; provided, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e.however, in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls that the Company within shall not be responsible for compensation and reimbursement of expenses to underwriters or selling agents for the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinincluded Underlying Common Stock.

Company's Obligations in Registration. The following If and whenever the Company is obligated by the provisions shall also be applicable at of this Section 8 to effect the sole cost registration of any Warrant Shares under the Act, as expeditiously as possible the Company will: (i) prepare and expense file with the Commission a registration statement and use its best efforts to cause such registration statement to become and remain effective during the period required for the distribution of the Company securities covered by the registration statement; provided, however, that in the case event that the Warrant Shares covered by such registration statement are not to be sold to or through underwriters acting for the Company, the Company shall not be required to keep such registration statement in effect, or to prepare and file any amendments or supplements thereto, for any period longer than that required under that certain Registration Rights Agreement dated December 6, 2004 by and among the Company and the investors who are signatories thereto; (ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of registrations under Section 11: i) Following the effective date Act with respect to the disposition of all Warrant Shares covered by such registration statement, whenever the Company shall, upon the request Holder for whom such Warrant Shares are registered shall desire to dispose of the Holdersame, forthwith supply subject, however to the proviso contained in Section 8(b) above; (iii) furnish to the Holder for whom such number Warrant Shares are registered and to any underwriter or underwriters such numbers of prospectuses meeting copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act Act, and such other documents as shall be requested Holder may reasonably request in order to facilitate the disposition of such Warrant Shares; (iv) subject to Section 8(c) herein, use its reasonable efforts to register or qualify the Warrant Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the Holder for whom such Warrant Shares are registered or are to permit it to make a public distribution of all of its Warrant Sharesbe registered shall reasonably request, provided except that the Holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of the Holder) in connection therewith as the Company shall request not for any such purpose be required to: (i) qualify to do business as a foreign corporation in writing. any jurisdiction wherein it is not so qualified or to file therein any general consent to service of process or be subject to any escrow or other similar conditions; or (ii) the Company shall bear the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against take any and all lossesother actions or submit itself or its directors or officers to any restrictions, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of obligations or based upon any untrue statement or alleged untrue statement of burdens having a material fact contained in any registration statement adverse economic effect on it or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Company to which such Person may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinthem.

Company's Obligations in Registration. The following If and whenever the Company is ------------------------------------- obligated by the provisions shall also be applicable at of this Agreement to effect the sole cost registration of Registrable Securities under the Securities Act, the Company will, as expeditiously as possible, (a) prepare and expense file with the Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become and remain effective during the period required for the distribution of the securities covered by the registration statement, provided that, if the Registrable Securities covered by such registration statement are not to be sold to or through underwriters acting for the Company, the Company shall not be required to keep such registration statement effective, or to prepare and file any amendment or supplement thereto, after the expiration of one hundred eighty (180) days following the date on which such registration statement becomes effective under the Securities Act or such longer period during which the Commission requires that such registration statement be kept effective with respect to any of the Registrable Securities so registered; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the case provisions of registrations the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement, whenever any Holder shall desire to dispose of the same, subject, however, to the proviso contained in Section 6(a) and provided that in any event the Company's obligations under this Section 11: i6(b) Following shall terminate on the first anniversary of the effective date of any such registration statement; (c) furnish to each Holder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Holder may reasonably request in order to facilitate the disposition of such Registrable Securities; (d) make the Chairman of the Board of Directors of the Company, the Chief Executive Officer and other members of the management of the Company shallavailable to cooperate fully in any offering of Registrable Securities hereunder, upon which cooperation shall include, among other things, the request participation of such persons in meetings with potential investors and the Holderassistance of such persons with the preparation of all materials for such investors; (e) use its best efforts to register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each Holder shall reasonably request, forthwith supply and do any and all other acts and things to so register or qualify which may be necessary or advisable to enable such number Holder to consummate the disposition in such jurisdictions of prospectuses meeting such Registrable Securities; (f) if at any time a prospectus relating to the requirements of Registrable Securities covered by such registration statement is required to be delivered under the Securities Act and any event occurs as shall be requested by a result of which the Holder to permit it to make a public distribution of all of its Warrant Shares, provided that the Holder shall from time to time furnish the Company with prospectus included in such appropriate information (relating to the intentions of the Holder) in connection therewith registration statement as the Company shall request in writing. ii) the Company shall bear the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of then amended or based upon any untrue statement or alleged supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the prospectus to comply with the Securities Act, the Company promptly will prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and shall use its best efforts to cause any amendment of such registration statement containing an amended prospectus to be made effective as soon as possible; and (g) furnish to each Holder at the time of the disposition of Registrable Securities by such Holder an opinion of counsel for the Company, in form and substance satisfactory to such Holder, to the effect that (i) a registration statement covering such Registrable Securities has been filed with the Commission under the Securities Act and has been made effective by order of the Commission, (ii) such registration statement and the prospectus contained therein comply in any all material respects with the requirements of the Securities Act, and nothing has come to said counsel's attention which would cause it to believe that either such registration statement or the prospectus contains any prospectus included therein required to be filed untrue statement of a material fact or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omits to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, to which such person may become subject(iii) the prospectus meeting the delivery requirements of the Securities Act is available for delivery, or any violation or alleged violation (iv) no stop order has been issued by the Company to which Commission suspending the effectiveness of such Person may become subjectregistration statement and, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that best of such lossescounsel's knowledge, claimsno proceedings for the issuance of such a stop order are threatened or contemplated, damages and (v) there has been compliance with the applicable provisions of the securities or liabilities are caused by any blue sky laws of each jurisdiction in which the Company shall be required pursuant to Section 6(d) hereof to register or qualify such untrue statement or alleged untrue statement or omission or alleged omission based upon Registrable Securities, assuming the accuracy and in strict conformity with written completeness of the information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, counsel with respect to each officer signing the filing related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinlaws.

Company's Obligations in Registration. The following Whenever the Company is obligated by the provisions of this Section 11 to effect the registration of any Warrant Shares under the Act, as expeditiously as possible the Company will: (a) prepare and file with the Securities and Exchange Commission (or any successor agency having jurisdiction to enforce the Act) (the "Commission") a registration statement with respect to such Warrant Shares and use reasonable efforts to cause such registration statement to become effective; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statements effective for a period of not less than 180 days or such shorter period in which the disposition of all securities in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement shall also be applicable at completed and to comply with the sole cost and expense provisions of the Act (to the extent applicable to the Company) with respect to such disposition; (c) furnish to the Holders for whom such Warrant Shares are registered or are to be registered such amount of copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such amount of copies of the prospectus included in such registration statement (including each preliminary prospectus), in conformity with the requirements of the Act and such other documents, as such Holders may reasonably request in order to facilitate the disposition of such Warrant Shares; (d) use reasonable efforts to register or qualify the Warrant Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions as any Holder reasonably requests, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Warrant Shares owned by such Holder, except the Company will not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the case requirements of registrations under Section 11:this subparagraph (d) be obliged to be qualified, to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction; i(e) Following provide a transfer agent and registrar for all Warrant Shares covered by such registration statement not later than the effective date of such registration statement; (f) notify each Holder of such Warrant Shares at any time when a prospectus relating hereto is required to be delivered under the Act, the Company shall, upon the request of the Holder, forthwith supply happening of any event as a result of which the prospectus included in such number of prospectuses meeting the requirements of the Securities Act as shall be requested by the Holder to permit it to make a public distribution of all of its Warrant Shares, provided that the Holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of the Holder) in connection therewith as the Company shall request in writing. ii) the Company shall bear the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged contains an untrue statement of a material fact contained in or omits any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subjectand, or at the request of any violation or alleged violation by Holder, the Company will prepare a supplement or amendment to which such Person may become subjectprospectus so that, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except as thereafter delivered to the extent that purchasers of such lossesWarrant Shares, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged prospectus will not contain an untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omit to state therein a material any fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, ; (g) cause all such Warrant Shares to be listed on each securities exchange or securities quotation system on which such person may become subject, or any violation or alleged violation the same class of securities issued by the Holder to which Company is then (h) obtain a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters in such transactions; (i) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as reasonably required in order to expedite or facilitate the disposition of such Warrant Shares; (j) make available for inspection by any Holder for whom Warrant Shares are registered or to be registered, its directors, each officer signing the related any underwriter participating in any disposition pursuant to such registration statement, and each personany attorney, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, accountant or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused agent retained by any such untrue statement seller or alleged untrue statement underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or omission or alleged omission based upon and agent in strict conformity connection with written information furnished such registration statement; and (k) furnish to the Company by Holder for whom such Warrant Shares are registered or are to be registered at the Holder expressly time of the disposition of such Warrant Shares an opinion of counsel for use thereinthe Company, in form and substance identical to that given to the underwriters, if an underwritten offering, or if not an underwritten offering, an opinion of counsel of the type generally provided to underwriters in such transactions.

Company's Obligations in Registration. The following provisions shall also be applicable at the sole cost and expense In connection with any offering of the Company in the case of registrations under Subject Stock pursuant to Section 11: i3(c) Following the effective date of such registration statementor 3(d) above, the Company shall, upon : (i) Notify you as to the request filing thereof and of all amendments or supplements thereto filed prior to the effective date thereof; (ii) Comply with all applicable rules and regulations of the HolderCommission; (iii) Notify you immediately, forthwith supply such number of prospectuses meeting and confirm the requirements notice in writing, (1) when the Registration Statement becomes effective, (2) of the Securities Act as shall be requested issuance by the Holder Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to permit it the suspension of qualification of the Subject Stock for sale in any jurisdiction or of the initiation, or the threatening, of any proceedings for that purpose and (4) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall enter such a stop order or order suspending qualification at any time, the Company will make every reasonable effort to make obtain the lifting of such order as promptly as practicable. (iv) During the time when a public Prospectus is required to be delivered under the Act during the period required for the distribution of the Subject Stock, comply so far as it is able with all of its Warrant Sharesrequirements imposed upon it by the Act, provided that as hereafter amended, and by the Holder shall Rules and Regulations promulgated thereunder, as from time to time furnish in force, so far as necessary to permit the Company with such appropriate information (continuance of sales of or dealings in the Subject Stock. If at any time when a Prospectus relating to the intentions Subject Stock is required to be delivered under the Act any event shall have occurred as a result of which, in the Holder) in connection therewith as opinion of counsel for the Company shall request in writing. ii) or your counsel, the Company shall bear Prospectus relating to the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of Subject Stock as then amended or based upon any untrue statement or alleged supplemented includes an untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omits to state therein a any material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to which amend such person may become subject, or any violation or alleged violation by Prospectus to comply with the Company to which such Person may become subject, under the Securities Act, the Exchange ActCompany will promptly prepare and file with the Commission an appropriate amendment or supplement (in form satisfactory to you). (v) Endeavor in good faith, in cooperation with you, at or prior to the time the Registration Statement becomes effective, to qualify the Subject Stock for offering and sale under the securities laws relating to the offering or sale of the Subject Stock of such jurisdictions as you may reasonably designate and to continue the qualifications in effect so long as required for purposes of the sale of the Subject Stock; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process, or other Federal or state laws or regulationsto taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, at common law or otherwisethe Company will, except to the extent unless you agree that such lossesaction is not at the time necessary or advisable, claimsfile and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction. For the purposes of this paragraph, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon "good faith" is defined as the same standard of care and in strict conformity with written information furnished to degree of effort as the Company will use to qualify its securities other than the Subject Stock. (vi) Make generally available to its security holders as soon as practicable, but not later than the first day of the eighteenth full calendar month following the effective date of the Registration Statement, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or the rules and regulations promulgated thereunder, but which shall satisfy the provisions of Section 11(a) of the Act) covering a period of at least twelve months beginning after the effective date of the Registration Statement. (vii) After the effective date of such person expressly for use therein; PROVIDED HOWEVERRegistration Statement, that prepare, and promptly notify you of the Holder shall at proposed filing of, and promptly file with the same time indemnify the Company, its directorsCommission, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against every amendment or supplement thereto or to any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of Prospectus forming a material fact contained in any registration statement or any prospectus included therein required to part thereof as may be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the any statements therein not misleading; provided that no such amendment or supplement shall be filed if you shall object thereto in writing promptly after being furnished a copy thereof. (viii) Furnish to you, to which as soon as available, copies of any such person may become subjectRegistration Statement and each preliminary or final Prospectus, or supplement or amendment prepared pursuant thereto, all in such quantities as you may from time to time reasonably request; (ix) Make such representations and warranties to any violation or alleged violation by underwriter of the Holder Subject Stock, and use your best efforts to which cause Company counsel to render such opinions to such underwriter, as such underwriter may reasonably request; and (x) Pay all costs and expenses incident to the performance of the Company's obligations under Section 3(c) or 3(d) above and under this Section 3(e), its directorsincluding without limitation the fees and disbursements of the Company's auditors and legal counsel, each officer signing of legal counsel for you and of legal counsel responsible for qualifying the related registration statementSubject Stock under blue sky laws, all filing fees and printing expenses, all expenses in connection with the transfer and delivery of the Underlying Stock, and each personall expenses in connection with the qualification of the Subject Stock under blue sky laws; provided, if anyhowever, who controls that the Company within shall not be responsible for compensation and reimbursement of expenses to underwriters or selling agents for the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinincluded Subject Stock.

Company's Obligations in Registration. The following If and whenever the Company is obligated by the provisions shall also be applicable at of this Agreement to effect the sole cost registration of Registrable Securities under the Securities Act, the Company will, as expeditiously as possible, (a) prepare and expense file with the Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become and remain effective during the period required for the distribution of the securities covered by the registration statement, provided that, if the Registrable Securities covered by such registration statement are not to be sold to or through underwriters acting for the Company, the Company shall not be required to keep such registration statement effective, or to prepare and file any amendment or supplement thereto, after the expiration of one hundred eighty (180) days following the date on which such registration statement becomes effective under the Securities Act or such longer period during which the Commission requires that such registration statement be kept effective with respect to any of the Registrable Securities so registered; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the case provisions of registrations the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement, whenever any Holder shall desire to dispose of the same, subject, however, to the proviso contained in Section 5(a) and provided that in any event the Company's obligations under this Section 11: i5(b) Following shall terminate on the first anniversary of the effective date of any such registration statement; (c) furnish to each Holder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Holder may reasonably request in order to facilitate the disposition of such Registrable Securities; (d) make the Chairman of the Board of Directors of the Company, the Chief Executive Officer and other members of the management of the Company shallavailable to cooperate fully in any offering of Registrable Securities hereunder, upon which cooperation shall include, among other things, the request participation of such persons in meetings with potential investors and the Holderassistance of such persons with the preparation of all materials for such investors; (e) use its best efforts to register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each Holder shall reasonably request, forthwith supply and do any and all other acts and things to so register or qualify which may be necessary or advisable to enable such number Holder to consummate the disposition in such jurisdictions of prospectuses meeting such Registrable Securities; (f) if at any time a prospectus relating to the requirements of Registrable Securities covered by such registration statement is required to be delivered under the Securities Act and any event occurs as shall be requested by a result of which the Holder to permit it to make a public distribution of all of its Warrant Shares, provided that the Holder shall from time to time furnish the Company with prospectus included in such appropriate information (relating to the intentions of the Holder) in connection therewith registration statement as the Company shall request in writing. ii) the Company shall bear the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of then amended or based upon any untrue statement or alleged supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the prospectus to comply with the Securities Act, the Company promptly will prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and shall use its best efforts to cause any amendment of such registration statement containing an amended prospectus to be made effective as soon as possible; and (g) furnish to each Holder at the time of the disposition of Registrable Securities by such Holder an opinion of counsel for the Company, in form and substance satisfactory to such Holder, to the effect that (i) a registration statement covering such Registrable Securities has been filed with the Commission under the Securities Act and has been made effective by order of the Commission, (ii) such registration statement and the prospectus contained therein comply in any all material respects with the requirements of the Securities Act, and nothing has come to said counsel's attention which would cause it to believe that either such registration statement or the prospectus contains any prospectus included therein required to be filed untrue statement of a material fact or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omits to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, to which such person may become subject(iii) the prospectus meeting the delivery requirements of the Securities Act is available for delivery, or any violation or alleged violation (iv) no stop order has been issued by the Company to which Commission suspending the effectiveness of such Person may become subjectregistration statement and, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that best of such lossescounsel's knowledge, claimsno proceedings for the issuance of such a stop order are threatened or contemplated, damages and (v) there has been compliance with the applicable provisions of the securities or liabilities are caused by any blue sky laws of each jurisdiction in which the Company shall be required pursuant to Section 5(d) hereof to register or qualify such untrue statement or alleged untrue statement or omission or alleged omission based upon Registrable Securities, assuming the accuracy and in strict conformity with written completeness of the information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, counsel with respect to each officer signing the filing related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinlaws.

Company's Obligations in Registration. The following provisions shall also be applicable at the sole cost and expense In connection with any offering of the Company in the case of registrations under Underlying Securities pursuant to Section 11: i3(c) Following the effective date of such registration statementabove, the Company shall, upon : (i) Notify you as to the request filing thereof and of all amendments or supplements thereto filed prior to the effective date thereof; (ii) Comply with all applicable rules and regulations of the HolderCommission; (iii) Notify you immediately, forthwith supply such number of prospectuses meeting and confirm the requirements notice in writing, (1) when the Registration Statement becomes effective, (2) of the Securities Act as shall be requested issuance by the Holder Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to permit it the suspension of qualification of the Underlying Securities for sale in any jurisdiction or of the initiation, or the threatening, of any proceedings for that purpose and (4) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall enter such a stop order or order suspending qualification at any time, the Company will make every reasonable effort to make obtain the lifting of such order as promptly as practicable. (iv) During the time when a public Prospectus is required to be delivered under the Act during the period required for the distribution of the Underlying Securities, comply so far as it is able with all of its Warrant Sharesrequirements imposed upon it by the Act, provided that as hereafter amended, and by the Holder shall Rules and Regulations promulgated thereunder, as from time to time furnish in force, so far as necessary to permit the Company with such appropriate information (continuance of sales of or dealings in the Underlying Securities. If at any time when a Prospectus relating to the intentions Underlying Securities is required to be delivered under the Act any event shall have occurred as a result of which, in the Holder) in connection therewith as opinion of counsel for the Company shall request in writing. ii) or your counsel, the Company shall bear Prospectus relating to the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of Underlying Securities as then amended or based upon any untrue statement or alleged supplemented includes an untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omits to state therein a any material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to which amend such person may become subject, or any violation or alleged violation by Prospectus to comply with the Company to which such Person may become subject, under the Securities Act, the Exchange ActCompany will promptly prepare and file with the Commission an appropriate amendment or supplement (in form satisfactory to you). (v) Endeavor in good faith, in cooperation with you, at or prior to the time the Registration Statement becomes effective, to qualify the Underlying Securities for offering and sale under the securities laws relating to the offering or sale of the Underlying Securities of such jurisdictions as you may reasonably designate and to continue the qualifications in effect so long as required for purposes of the sale of the Underlying Securities; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process, or other Federal or state laws or regulationsto taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, at common law or otherwisethe Company will, except to the extent unless you agree that such lossesaction is not at the time necessary or advisable, claimsfile and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction. For the purposes of this paragraph, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon Agood faith@ is defined as the same standard of care and in strict conformity with written information furnished to degree of effort as the Company will use to qualify its securities other than the Underlying Securities. (vi) Make generally available to its security holders as soon as practicable, but not later than the first day of the eighteenth full calendar month following the effective date of the Registration Statement, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or the rules and regulations promulgated thereunder, but which shall satisfy the provisions of Section 11(a) of the Act) covering a period of at least twelve months beginning after the effective date of the Registration Statement. (vii) After the effective date of such person expressly for use therein; PROVIDED HOWEVERRegistration Statement, that prepare, and promptly notify you of the Holder shall at proposed filing of, and promptly file with the same time indemnify the Company, its directorsCommission, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against every amendment or supplement thereto or to any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of Prospectus forming a material fact contained in any registration statement or any prospectus included therein required to part thereof as may be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the any statements therein not misleading; provided that no such amendment or supplement shall be filed if you shall object thereto in writing promptly after being furnished a copy thereof. (viii) Furnish to you, to which as soon as available, copies of any such person may become subjectRegistration Statement and each preliminary or final Prospectus, or supplement or amendment prepared pursuant thereto, all in such quantities as you may from time to time reasonably request; (ix) Make such representations and warranties to any violation or alleged violation by underwriter of the Holder Underlying Securities, and use your best efforts to which cause Company counsel to render such opinions to such underwriter, as such underwriter may reasonably request; and (x) Pay all costs and expenses incident to the performance of the Company's obligations under Sections 3(c) and 3(d), its directorsincluding, each officer signing without limitation, the related registration statementfees and disbursements of the Company=s auditors and legal counsel, fees and each persondisbursements of legal counsel for you, if anyregistration, who controls listing and filing fees, printing expenses and expenses in connection with the transfer and delivery of the Underlying Stock Securities; provided, however, that the Company within shall not be responsible for compensation and reimbursement of expenses to underwriters or selling agents for the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinincluded Underlying Securities.

Company's Obligations in Registration. The following provisions shall also be applicable at the sole cost and expense In connection with any offering of the Company in the case of registrations under Subject Stock Underlying Securities pursuant to Section 11: i3(c) Following the effective date of such registration statementabove, the Company shall, upon : (i) Notify you as to the request filing thereof and of all amendments or supplements thereto filed prior to the effective date thereof; (ii) Comply with all applicable rules and regulations of the HolderCommission; (iii) Notify you immediately, forthwith supply such number of prospectuses meeting and confirm the requirements notice in writing, (1) when the Registration Statement becomes effective, (2) of the Securities Act as shall be requested issuance by the Holder Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to permit it the suspension of qualification of the Subject Stock Underlying Securities for sale in any jurisdiction ====================== or of the initiation, or the threatening, of any proceedings for that purpose and (4) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall enter such a stop order or order suspending qualification at any time, the Company will make every reasonable effort to make obtain the lifting of such order as promptly as practicable. (iv) During the time when a public Prospectus is required to be delivered under the Act during the period required for the distribution of the Subject Stock Underlying Securities, ====================== comply so far as it is able with all of its Warrant Sharesrequirements imposed upon it by the Act, provided that as hereafter amended, and by the Holder shall Rules and Regulations promulgated thereunder, as from time to time furnish in force, so far as necessary to permit the Company with such appropriate information (continuance of sales of or dealings in the Subject Stock Underlying Securities. If at any time when a Prospectus relating to the intentions Subject Stock Underlying Securities is required to be delivered under the Act any event shall have occurred as a result of which, in the Holder) in connection therewith as opinion of counsel for the Company shall request in writing. ii) or your counsel, the Company shall bear Prospectus relating to the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of Subject Stock Underlying Securities as then amended or based upon any untrue statement or alleged supplemented includes an untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omits to state therein a any material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to which amend such person may become subject, or any violation or alleged violation by Prospectus to comply with the Company to which such Person may become subject, under the Securities Act, the Exchange ActCompany will promptly prepare and file with the Commission an appropriate amendment or supplement (in form satisfactory to you). (v) Endeavor in good faith, in cooperation with you, at or prior to the time the Registration Statement becomes effective, to qualify the Subject Stock Underlying Securities for offering and sale under the securities laws relating to the offering or sale of the Subject Stock Underlying Securities of such jurisdictions as you may reasonably designate and to continue the qualifications in effect so long as required for purposes of the sale of the Subject Stock Underlying Securities; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process, or other Federal or state laws or regulationsto taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, at common law or otherwisethe Company will, except to the extent unless you agree that such lossesaction is not at the time necessary or advisable, claimsfile and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction. For the purposes of this paragraph, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon "good faith" is defined as the same standard of care and in strict conformity with written information furnished to degree of effort as the Company will use to qualify its securities other than the Subject Stock Underlying Securities. ===================== (vi) Make generally available to its security holders as soon as practicable, but not later than the first day of the eighteenth full calendar month following the effective date of the Registration Statement, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or the rules and regulations promulgated thereunder, but which shall satisfy the provisions of Section 11(a) of the Act) covering a period of at least twelve months beginning after the effective date of the Registration Statement. (vii) After the effective date of such person expressly for use therein; PROVIDED HOWEVERRegistration Statement, that prepare, and promptly notify you of the Holder shall at proposed filing of, and promptly file with the same time indemnify the Company, its directorsCommission, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against every amendment or supplement thereto or to any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of Prospectus forming a material fact contained in any registration statement or any prospectus included therein required to part thereof as may be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the any statements therein not misleading; provided that no such amendment or supplement shall be filed if you shall object thereto in writing promptly after being furnished a copy thereof. (viii) Furnish to you, to which as soon as available, copies of any such person may become subjectRegistration Statement and each preliminary or final Prospectus, or supplement or amendment prepared pursuant thereto, all in such quantities as you may from time to time reasonably request; (ix) Make such representations and warranties to any violation or alleged violation by underwriter of the Holder Subject Stock Underlying Securities, and use your best efforts to which cause Company counsel to render such opinions to such underwriter, as such underwriter may reasonably request; and (x) Pay all costs and expenses incident to the performance of the Company's obligations under Sections 3(c) and (d), its directorsincluding, each officer signing without limitation, the related registration statementfees and disbursements of the Company's auditors and legal counsel, fees and each persondisbursements of legal counsel for you, if anyregistration, who controls listing and filing fees, printing expenses and expenses in connection with the transfer and delivery of the Underlying Securities; provided, however, that the Company within shall not be responsible for compensation and reimbursement of expenses to underwriters or selling agents for the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use therein.included Subject Stock Underlying Securities. =====================

Company's Obligations in Registration. The following provisions shall also be applicable at the sole cost and expense In connection with any offering of the Company in the case of registrations under Subject Stock pursuant to Section 11: i3(c) Following the effective date of such registration statementor 3(d) above, the Company shall, upon : (i) Notify you as to the request filing thereof and of all amendments or supplements thereto filed prior to the effective date thereof, (ii) Comply with all applicable rules and regulations of the HolderCommission; (iii) Notify you immediately, forthwith supply such number of prospectuses meeting and confirm the requirements notice in writing, (1) when the Registration Statement becomes effective, (2) of the Securities issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to the suspension of qualification of the Subject Stock for sale in any jurisdiction or of the initiation, or the threatening, of any proceedings for that purpose and (4) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall enter such a stop order or order suspending qualification at any time, the Company will make every reasonable effort to obtain the lifting of such order as promptly as practicable. (iv) During the time when a Prospectus is required to be delivered under the Act during the period required for the distribution of the Subject Stock, comply so far as it is able with all requirements imposed upon it by the Act as shall be requested hereafter amended, and by the Holder to permit it to make a public distribution of all of its Warrant Sharesrules and regulations promulgated thereunder, provided that the Holder shall as from time to time furnish in force, so far as necessary to permit the Company with such appropriate information (continuance of sales of or dealings in the Subject Stock. If at any time when a Prospectus relating to the intentions Subject Stock is required to be delivered under the Act any event shall have occurred as a result of which, in the Holder) in connection therewith as opinion of counsel for the Company shall request in writing. ii) or your counsel, the Company shall bear Prospectus relating to the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of Subject Stock as then amended or based upon any untrue statement or alleged supplemented includes an untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omits to state therein a any material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to which amend such person may become subject, or any violation or alleged violation by Prospectus to comply with the Act the Company will promptly prepare and file with the Commission an appropriate amendment or supplement (in form satisfactory to which such Person may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinyou).

Company's Obligations in Registration. The If and whenever the Company is obligated by the provisions of this Section 3 to effect the registration of any Warrant Shares under the Act, the Company will keep the Warrantholder advised in writing as to the initiation of each registration and will use its best efforts to: (a) cause such registration statement to remain effective during the period required for the distribution of the securities covered by the registration statement (the "Effectiveness Period"); PROVIDED, HOWEVER, that in the event that the Warrant Shares covered by such registration statement are not to be sold to or through underwriters acting for the Company, the Company shall not be required to keep such registration statement in effect, or prepare and file any amendments or supplements thereto, after the expiration of two years following provisions the date of this Warrant, SUBJECT, HOWEVER to the following restrictions: (i) If, at any time prior to the expiration of the Effectiveness Period, counsel to the Company (which counsel shall also be applicable at experienced in securities laws matters) has determined in good faith that it is reasonable to conclude that the sole cost and expense filing of a registration statement or the compliance by the Company with its disclosure obligations in connection with such registration statement may require the disclosure of information which the Board of Directors of the Company has identified as material and which the Board of Directors has determined that the Company has a bona fide business purpose for preserving as confidential, then the Company may delay the filing or the effectiveness of such registration statement (if not then filed or effective, as applicable) and shall not be required to maintain the effectiveness thereof or amend or supplement such registration statement for a period (an "Information Delay Period") expiring three business days after the earlier to occur of (A) the date on which such material information is disclosed to the public or ceases to be material or the Company is able to so comply with its disclosure obligations and Commission requirements or (B) 45 days after the Company notifies the Holders of such good faith determination. There shall not be more than four Information Delay Periods during the Effectiveness Period, and there shall not be two Information Delay Periods during any contiguous 135 day period. (ii) If, at any time prior to the expiration of the Effectiveness Period, the Company is advised by a nationally recognized investment banking firm selected by the Company that, in such firm's written reasonable opinion addressed to the Company, sales of Common Stock pursuant to a registration statement at such time would materially adversely affect any immediately planned underwritten public equity financing by the Company of at least $5 million, the Company shall not be required to maintain the effectiveness of such registration statement or amend or supplement such registration statement for a period (a "Transaction Delay Period") commencing on the date of pricing of such equity financing and expiring three business days after the earliest to occur of (i) the abandonment of such financing or (ii) 90 days after the completion of such financing. There shall not be more than two Transaction Delay Periods during the Effectiveness Period. A Transaction Delay Period and an Information Delay Period are hereinafter collectively referred to as "Delay Periods" or a "Delay Period." The Company will give prompt written notice, in the manner prescribed by Section 10(b) hereof, to each Holder of each Delay Period. Such notice shall be given (i) in the case of registrations under a Transaction Delay Period, at least 20 days in advance of the commencement of such Delay Period and (ii) in the case of an Information Delay Period, as soon as practicable after the Board of Directors makes the determination referenced in Section 11: 3.5(a)(i). Such notice shall state to the extent, if any, as is practicable, an estimate of the duration of such Delay Period. Each Holder agrees that (i) Following upon receipt of such notice of an Information Delay Period it will forthwith discontinue disposition of any restricted securities of the Company pursuant to the registration statement, (ii) upon receipt of such notice of a Transaction Delay Period it will forthwith discontinue disposition of the Common Stock pursuant to the registration statement and (iii) in either such case, will not deliver any prospectus forming a part of the registration statement in connection with any sale of restricted securities or Common Stock, as applicable until the expiration of such Delay Period. (b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement; PROVIDED, HOWEVER, that in any event, the Company's obligations under this Section 3.5(b) shall terminate two years after the effective date of this Agreement; (c) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as the Warrantholder from time to time may reasonably request; (d) notify the Warrantholder at any time when a prospectus relating thereto is required to be delivered under the Act of the happening of any event which would cause the prospectus included in such registration statement, the Company shallas then in effect, upon the request of the Holder, forthwith supply such number of prospectuses meeting the requirements of the Securities Act as shall be requested by the Holder to permit it to make a public distribution of all of its Warrant Shares, provided that the Holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of the Holder) in connection therewith as the Company shall request in writing. ii) the Company shall bear the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged include an untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omit to state therein a material fact required to be stated therein (i.e.or otherwise necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, in any and prepare and furnish to the Warrantholder a reasonable number of copies of a supplement to or an amendment of such registration statementprospectus as may be necessary so that, prospectusas thereafter delivered to the purchasers of such shares, application such prospectus shall not include an untrue statement of a material fact or other filing) omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or incomplete in the light of the circumstances then existing; (e) provide a transfer agent and registrar for all Warrant Shares registered pursuant to such registration statement and a CUSIP number for all such Warrant Shares, in each case not later than the effective date of such registration (f) use its reasonable efforts to which such person may become subject, register or any violation or alleged violation by qualify the Company to which such Person may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company Warrant Shares covered by such person expressly registration statement under such other securities or blue sky laws of such jurisdictions as the Warrantholders for use therein; PROVIDED whom such Warrant Shares are registered or are to be registered shall reasonably request, and do any and all other reasonable acts and things to so register or qualify which may be necessary or advisable to enable such Warrantholders to consummate the disposition in such jurisdictions of such Warrant Shares, PROVIDED, HOWEVER, that the Holder Company shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning not be required to provide a general consent to service of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of process or based upon any untrue statement or alleged untrue statement of qualify as a material fact contained foreign corporation in any registration statement or any prospectus included therein required to be filed or furnished jurisdiction solely by reason of this Section, or otherwise or in Section 3.5; In connection with any application or other filing underunderwritten offering effected pursuant to this Section 3, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or Company will enter into an underwriting agreement reasonably necessary to make effect the statements therein not misleadingoffer and sale of Common Stock, to which provided such person may become subject, or any violation or alleged violation by underwriting agreement contains customary underwriting provisions and provided further that if the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Actunderwriter so requests, the Exchange Actunderwriting agreement will contain customary indemnification and contribution provisions. To the extent reasonably necessary to effect the offer and sale of Common Stock in connection with any underwritten offering in which it is participating, or other Federal or state laws or regulationsthe Warrantholder will agree to consent to and where applicable, at common law or otherwise, be subject to the extent that terms and conditions of such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinunderwriting agreement.

Company's Obligations in Registration. The following If and whenever the Company is obligated by the provisions shall also be applicable at of this Agreement to effect the sole cost registration of Registrable Securities under the Securities Act, the Company will, as expeditiously as possible, (a) prepare and expense file with the Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become and remain effective during the period required for the distribution of the securities covered by the registration statement, provided that, if the Registrable Securities covered by such registration statement are not to be sold to or through underwriters acting for the Company, the Company shall not be required to keep such registration statement effective, or to prepare and file any amendment or supplement thereto, after the expiration of one hundred eighty (180) days following the date on which such registration statement becomes effective under the Securities Act or such longer period during which the Commission requires that such registration statement be kept effective with respect to any of the Registrable Securities so registered; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the case provisions of registrations the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement, whenever any Holder shall desire to dispose of the same, subject, however, to the proviso contained in Section 5(a) and provided that in any event the Company’s obligations under this Section 11: i5(b) Following shall terminate on the first anniversary of the effective date of any such registration statement; (c) furnish to each Holder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Holder may reasonably request in order to facilitate the disposition of such Registrable Securities; (d) make the Chairman of the Board of Directors of the Company, the Chief Executive Officer and other members of the management of the Company shallavailable to cooperate fully in any offering of Registrable Securities hereunder, upon which cooperation shall include, among other things, the request participation of such persons in meetings with potential investors and the Holderassistance of such persons with the preparation of all materials for such investors; (e) use its best efforts to register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each Holder shall reasonably request, forthwith supply and do any and all other acts and things to so register or qualify which may be necessary or advisable to enable such number Holder to consummate the disposition in such jurisdictions of prospectuses meeting such Registrable Securities; (f) if at any time a prospectus relating to the requirements of Registrable Securities covered by such registration statement is required to be delivered under the Securities Act and any event occurs as shall be requested by a result of which the Holder to permit it to make a public distribution of all of its Warrant Shares, provided that the Holder shall from time to time furnish the Company with prospectus included in such appropriate information (relating to the intentions of the Holder) in connection therewith registration statement as the Company shall request in writing. ii) the Company shall bear the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of then amended or based upon any untrue statement or alleged supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the prospectus to comply with the Securities Act, the Company promptly will prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and shall use its best efforts to cause any amendment of such registration statement containing an amended prospectus to be made effective as soon as possible; and (g) furnish to each Holder at the time of the disposition of Registrable Securities by such Holder an opinion of counsel for the Company, in form and substance satisfactory to such Holder, to the effect that (i) a registration statement covering such Registrable Securities has been filed with the Commission under the Securities Act and has been made effective by order of the Commission, (ii) such registration statement and the prospectus contained therein comply in any all material respects with the requirements of the Securities Act, and nothing has come to said counsel’s attention which would cause it to believe that either such registration statement or the prospectus contains any prospectus included therein required to be filed untrue statement of a material fact or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omits to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, to which such person may become subject(iii) the prospectus meeting the delivery requirements of the Securities Act is available for delivery, or any violation or alleged violation (iv) no stop order has been issued by the Company to which Commission suspending the effectiveness of such Person may become subjectregistration statement and, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that best of such lossescounsel’s knowledge, claimsno proceedings for the issuance of such a stop order are threatened or contemplated, damages and (v) there has been compliance with the applicable provisions of the securities or liabilities are caused by any blue sky laws of each jurisdiction in which the Company shall be required pursuant to Section 5(e) hereof to register or qualify such untrue statement or alleged untrue statement or omission or alleged omission based upon Registrable Securities, assuming the accuracy and in strict conformity with written completeness of the information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, counsel with respect to each officer signing the filing related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinlaws.

Company's Obligations in Registration. The following provisions shall also be applicable at the sole cost and expense In connection with any offering of the Company in the case of registrations under Subject Stock pursuant to Section 11: i3(c) Following the effective date of such registration statementor 3(d) above, the Company shall, upon : A. Notify you as to the request filing thereof and of all amendments or supplements thereto filed prior to the effective date thereof, B. Comply with all applicable rules and regulations of the HolderCommission; C. Notify you immediately, forthwith supply such number of prospectuses meeting and confirm the requirements notice in writing, (1) when the Registration Statement becomes effective, (2) of the Securities issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to the suspension of qualification of the Subject Stock for sale in any jurisdiction or of the initiation, or the threatening, of any proceedings for that purpose and (4) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall enter such a stop order or order suspending qualification at any time, the Company will make every reasonable effort to obtain the lifting of such order as promptly as practicable. D. During the time when a Prospectus is required to be delivered under the Act during the period required for the distribution of the Subject Stock, comply so far as it is able with all requirements imposed upon it by the Act as shall be requested hereafter amended, and by the Holder to permit it to make a public distribution of all of its Warrant Sharesrules and regulations promulgated thereunder, provided that the Holder shall as from time to time furnish in force, so far as necessary to permit the Company with such appropriate information (continuance of sales of or dealings in the Subject Stock. If at any time when a Prospectus relating to the intentions Subject Stock is required to be delivered under the Act any event shall have occurred as a result of which, in the Holder) in connection therewith as opinion of counsel for the Company shall request in writing. ii) or your counsel, the Company shall bear Prospectus relating to the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of Subject Stock as then amended or based upon any untrue statement or alleged supplemented includes an untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omits to state therein a any material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to which amend such person Prospectus to comply with the Act the Company will promptly prepare and file with the Commission an appropriate amendment or supplement (in form satisfactory to you). E. Endeavor in good faith, in cooperation with you, at or prior to the time the Registration Statement becomes effective, to qualify the Subject Stock for offering and sale under the securities laws relating to the offering or sale of the Subject Stock of such jurisdictions as you I may become subjectreasonably designate and to continue the qualifications in effect so long as required for purposes of the sale of the Subject Stock; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process, or any violation to taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless you agree that such action is not at the time necessary or alleged violation advisable, file and make such statements or reports at such times as are or may reasonably be required by the Company to which laws of such Person may become subjectjurisdiction. For the purposes of this paragraph, under "good faith" is defined as the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon same standard of care and in strict conformity with written information furnished to degree of effort as the Company by such person expressly for will use therein; PROVIDED HOWEVERto qualify its securities other than the Subject Stock. F. Make generally available to its security holders as soon as practicable, that but not later than the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning first day of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use therein.eighteenth full calendar month following the

Company's Obligations in Registration. The following provisions shall also be applicable at the sole cost If and expense of whenever the Company in the case of registrations under Section 11: i) Following the effective date of such registration statement, the Company shall, upon the request of the Holder, forthwith supply such number of prospectuses meeting the requirements of the Securities Act as shall be requested is obligated by the Holder provisions of this Agreement to permit it to make a public distribution of all of its Warrant Shares, provided that the Holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of the Holder) in connection therewith as the Company shall request in writing. ii) the Company shall bear the entire cost and expense of effect the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Registrable Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Company to which such Person may become subject, under the Securities Act, the Exchange ActCompany will, or other Federal or state laws or regulationsas expeditiously as possible, (a) prepare and file with the Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become and remain effective during the period required for the distribution of the securities covered by the registration statement, at common law or otherwiseprovided that, except to if the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company Registrable Securities covered by such person expressly registration statement are not to be sold to or through underwriters acting for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any shall not be required to keep such registration statement or any prospectus included therein required to be filed or furnished by reason of this Sectioneffective, or otherwise to prepare and file any amendment or in any application or other filing undersupplement thereto, after the expiration of one hundred eighty (180) days following the date on which such registration statement becomes effective under the Securities Act or such longer period during which the Commission requires that such registration statement be kept effective with respect to any other applicable Federal or state securities lawof the Registrable Securities so registered; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement, or arising out whenever any Holder shall desire to dispose of or based upon the same, subject, however, to the proviso contained in Section 5(a) and provided that in any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in event the Company's obligations under this Section 5(b) shall terminate on the first anniversary of the effective date of any such registration statement; (c) furnish to each Holder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus, application or ) and such other filingdocuments as such Holder may reasonably request in order to facilitate the disposition of such Registrable Securities; (d) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by Chairman of the Holder to which Board of Directors of the Company, its directors, each officer signing the related registration statement, Chief Executive Officer and each person, if any, who controls other members of the management of the Company within the meaning available to cooperate fully in any offering of the Registrable Securities Acthereunder, may become subjectwhich cooperation shall include, under the Securities Actamong other things, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to participation of such persons in meetings with potential investors and the extent that assistance of such losses, claims, damages or liabilities are caused by any persons with the preparation of all materials for such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use therein.investors;

Company's Obligations in Registration. The following provisions In the event you timely elect ------------------------------------- to participate in an offering by including shares of Underlying Common Stock under a registration statement pursuant to Section 4(a) above, or if you make or timely elect to participate in a Demand Registration pursuant to Section 4(b) above, the Company shall: (i) notify you as to the filing of any registration statement or prospectus and of all amendments or supplements thereto filed prior to the effective date of such registration statement and of all post-effective amendments or supplements thereto; (ii) comply in all material respects with all applicable rules and regulations of the Commission; (iii) notify you immediately, and confirm the notice in writing, (1) when the registration statement becomes effective, (2) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to the suspension of qualification of the Underlying Common Stock for sale in any jurisdiction or of the initiation, or the threatening, of any proceedings for that purpose, and (4) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall also be applicable enter a stop order or order suspending qualification at any time, the Company will use all commercially reasonable efforts to obtain the lifting of such order at the sole cost earliest possible moment; (iv) during any time when a prospectus is required to be delivered under the Act during the period required for the distribution of the Underlying Common Stock, use its best efforts to comply with all requirements imposed upon it under the Act and expense the rules and regulations promulgated thereunder, so far as necessary to permit the continuance of sales of or dealings in the Underlying Common Stock pursuant to a prospectus complying with Section 10(a)(3) of the Act. If at any time when a prospectus relating to the Underlying Common Stock is required to be delivered under the Act and any event shall have occurred as a result of which, in the opinion of counsel for the Company or your counsel, the prospectus relating to the Underlying Common Stock as then amended or supplemented includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend such prospectus to comply with the Act and the rules and regulations of the Commission promulgated thereunder, the Company will promptly prepare and file with the Commission an appropriate amendment or supplement in form satisfactory to you and your counsel; (v) use all commercially reasonable efforts, in cooperation with you, at or prior to the time the registration statement becomes effective, to register or qualify the Underlying Common Stock for offering and sale under the securities laws relating to the offering or sale of the Underlying Common Stock in such jurisdictions as you may reasonably designate and to continue the qualifications in effect so long as required for purposes of the sale of the Underlying Common Stock; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of process for all purposes. In each jurisdiction where such qualification shall be effected, the Company will, unless you agree that such action is not at the time necessary or advisable, file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction; (vi) make generally available to its security holders as soon as practicable an earnings statement which shall satisfy the provisions of Section 11(a) of the Act and any applicable rules and regulations of the Commission thereunder covering a period of at least 12 months beginning after the effective date of the registration statement; (vii) use the Company's best efforts to cause the independent certified public accountants of the Company to deliver to you, and to the underwriters if the Underlying Common Stock is being sold through underwriters, letters dated the date that the registration statement becomes effective and the date the Underlying Common Stock is delivered to the underwriters for sale pursuant to such registration or, if the Underlying Common Stock is not being sold through underwriters, on the date that the registration statement becomes effective, stating that they are independent certified public accountants within the meaning of the Act and the rules and regulations of the Commission thereunder, and that, in their opinion, the financial statements and other financial data of the Company included in the case registration statement or prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of registrations under Section 11:the Act, and such other financial and accounting matters as the underwriters, if any, or you may reasonably request; i(viii) Following after the effective date of such registration statement, prepare, and promptly notify you of the proposed filing of, and promptly file with the Commission, each and every amendment or supplement thereto or to any prospectus forming a part thereof as may be necessary to make any statements therein not misleading in any material respect; provided, however, that no such amendment or supplement shall be filed if you shall advise the Company shallin writing that, upon in your reasonable opinion, such amendment or supplement does not comply with the request Act; (ix) furnish to you, as soon as available, copies of the Holderany such registration statement and each preliminary or final prospectus, forthwith supply or supplement or amendment prepared pursuant thereto, all in such number of prospectuses meeting the requirements of the Securities Act quantities as shall be requested by the Holder to permit it to make a public distribution of all of its Warrant Shares, provided that the Holder shall you may from time to time furnish reasonably request in order to facilitate the Company with public sale or other disposition of the Underlying Common Stock; and (x) make such appropriate information (relating representations and warranties to any underwriter of the Underlying Common Stock and to the intentions holders thereof, and use the Company's commercially reasonable efforts to cause the Company's legal counsel to render, at the time or times of the Holderletters referred to in subparagraph (vii) in connection therewith as the Company shall request in writing. ii) the Company shall bear the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all lossesabove, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required such opinions to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Company to which such Person may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each personunderwriters, if any, who controls the Company within the meaning of the Securities Actand to you, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of as such underwriters or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person you may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinreasonably request.

Company's Obligations in Registration. The following provisions shall also be applicable at the sole cost and expense In connection with any offering of the Company in the case of registrations under Subject Stock pursuant to Section 11: i3(c) Following the effective date of such registration statementabove, the Company shall, upon : (i) Notify you as to the request filing thereof and of all amendments or supplements thereto filed prior to the effective date thereof; (ii) Comply with all applicable rules and regulations of the HolderCommission; (iii) Notify you immediately, forthwith supply such number of prospectuses meeting and confirm the requirements notice in writing, (1) when the Registration Statement becomes effective, (2) of the Securities Act as shall be requested issuance by the Holder Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to permit it the suspension of qualification of the Subject Stock for sale in any jurisdiction or of the initiation, or the threatening, of any (iv) During the time when a Prospectus is required to make a public be delivered under the Act during the period required for the distribution of the Underlying Securities, comply so far as it is able with all of its Warrant Sharesrequirements imposed upon it by the Act, provided that as hereafter amended, and by the Holder shall Rules and Regulations promulgated thereunder, as from time to time furnish in force, so far as necessary to permit the Company with such appropriate information (continuance of sales of or dealings in the Underlying Securities. If at any time when a Prospectus relating to the intentions Underlying Securities is required to be delivered under the Act any event shall have occurred as a result of which, in the Holder) in connection therewith as opinion of counsel for the Company shall request in writing. ii) or your counsel, the Company shall bear Prospectus relating to the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of Underlying Securities as then amended or based upon any untrue statement or alleged supplemented includes an untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omits to state therein a any material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to which amend such person may become subject, or any violation or alleged violation by Prospectus to comply with the Company to which such Person may become subject, under the Securities Act, the Exchange ActCompany will promptly prepare and file with the Commission an appropriate amendment or supplement (in form satisfactory to you). (v) Endeavor in good faith, in cooperation with you, at or prior to the time the Registration Statement becomes effective, to qualify the Underlying Securities for offering and sale under the securities laws relating to the offering or sale of the Underlying Securities of such jurisdictions as you may reasonably designate and to continue the qualifications in effect so long as required for purposes of the sale of the Underlying Securities; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process, or other Federal or state laws or regulationsto taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, at common law or otherwisethe Company will, except to the extent unless you agree that such lossesaction is not at the time necessary or advisable, claimsfile and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction. For the purposes of this paragraph, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon "good faith" is defined as the same standard of care and in strict conformity with written information furnished to degree of effort as the Company will use to qualify its securities other than the Underlying Securities. (vi) Make generally available to its security holders as soon as practicable, but not later than the first day of the eighteenth full calendar month following the effective date of the Registration Statement, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or the rules and regulations promulgated thereunder, but which shall satisfy the provisions of Section 11(a) of the Act) covering a period of at least twelve months beginning after the effective date of the Registration Statement. (vii) After the effective date of such person expressly for use therein; PROVIDED HOWEVERRegistration Statement, that prepare, and promptly notify you of the Holder shall at proposed filing of, and promptly file with the same time indemnify the Company, its directorsCommission, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against every amendment or supplement thereto or to any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of Prospectus forming a material fact contained in any registration statement or any prospectus included therein required to part thereof as may be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the any statements therein not misleading; provided that no such amendment or supplement shall be filed if you shall object thereto in writing promptly after being furnished a copy thereof. (viii) Furnish to you, to which as soon as available, copies of any such person may become subjectRegistration Statement and each preliminary or final Prospectus, or supplement or amendment prepared pursuant thereto, all in such quantities as you may from time to time reasonably request; (ix) Make such representations and warranties to any violation or alleged violation by underwriter of the Holder Underlying Securities, and use your best efforts to which cause Company counsel to render such opinions to such underwriter, as such underwriter may reasonably request; and (x) Pay all costs and expenses incident to the performance of the Company's obligations under Sections 3(c) and (d), its directorsincluding, each officer signing without limitation, the related registration statementfees and disbursements of the Company's auditors and legal counsel, fees and each persondisbursements of legal counsel for you, if anyregistration, who controls listing and filing fees, printing expenses and expenses in connection with the transfer and delivery of the Underlying Securities; provided, however, that the Company within shall not be responsible for compensation and reimbursement of expenses to underwriters or selling agents for the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinincluded Underlying Securities.

Company's Obligations in Registration. The following provisions shall also be applicable at the sole cost If and expense of whenever the Company in the case of registrations under Section 11: i) Following the effective date of such registration statement, the Company shall, upon the request of the Holder, forthwith supply such number of prospectuses meeting the requirements of the Securities Act as shall be requested is obligated by the Holder provisions of this Section 3(d) to permit it to make a public distribution of all of its Warrant Shares, provided that the Holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of the Holder) in connection therewith as the Company shall request in writing. ii) the Company shall bear the entire cost and expense of effect the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Company to which such Person may become subject, Warrant Shares under the Securities Act, the Exchange ActCompany will keep the Holder advised in writing as to the initiation of each registration and will use its best efforts to: (1) cause such registration statement to remain effective during the period required for the distribution of the securities covered by the registration statement (the "Effectiveness Period"); PROVIDED, HOWEVER, that in the event that the Warrant Shares covered by such registration statement are not to be sold to or through underwriters acting for the Company, the Company shall not be required to keep such registration statement in effect, or other Federal prepare and file any amendments or state laws or regulationssupplements thereto, after the expiration of two years following the date of this Warrant, SUBJECT, HOWEVER to the following restrictions: (A) If, at common law or otherwise, except any time prior to the extent that such lossesexpiration of the Effectiveness Period, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished counsel to the Company by such person expressly for use therein; PROVIDED HOWEVER, (which counsel shall be experienced in securities laws matters) has determined in good faith that it is reasonable to conclude that the Holder filing of a registration statement or the compliance by the Company with its disclosure obligations in connection with such registration statement may require the disclosure of information which the Board of Directors of the Company has identified as material and which the Board of Directors has determined that the Company has a bona fide business purpose for preserving as confidential, then the Company may delay the filing or the effectiveness of such registration statement (if not then filed or effective, as applicable) and shall not be required to maintain the effectiveness thereof or amend or supplement such registration statement for a period (an "Information Delay Period") expiring three business days after the earlier to occur of (A) the date on which such material information is disclosed to the public or ceases to be material or the Company is able to so comply with its disclosure obligations and Commission requirements or (B) 45 days after the Company notifies the Holders of such good faith determination. There shall not be more than four Information Delay Periods during the Effectiveness Period, and there shall not be two Information Delay Periods during any contiguous 135 day period. (B) If, at any time prior to the same time indemnify expiration of the Effectiveness Period, the Company is advised by a nationally recognized investment banking firm selected by the Company that, in such firm's written reasonable opinion addressed to the Company, its directorssales of Common Stock pursuant to a registration statement at such time would materially adversely affect any immediately planned underwritten public equity financing by the Company of at least $5 million, the Company shall not be required to maintain the effectiveness of such registration statement or amend or supplement such registration statement for a period (a "Transaction Delay Period") commencing on the date of pricing of such equity financing and expiring three business days after the earliest to occur of (i) the abandonment of such financing or (ii) 90 days after the completion of such financing. There shall not be more than two Transaction Delay Periods during the Effectiveness Period. A Transaction Delay Period and an Information Delay Period are hereinafter collectively referred to as "Delay Periods" or a "Delay Period." The Company will give prompt written notice, in the manner prescribed by Section 6 hereof, to each officer signing Holder of each Delay Period. Such notice shall be given (i) in the related registration statementcase of a Transaction Delay Period, at least 20 days in advance of the commencement of such Delay Period and each person(ii) in the case of an Information Delay Period, as soon as practicable after the Board of Directors makes the determination referenced in Section 3(e)(1)(A). Such notice shall state to the extent, if any, who controls as is practicable, an estimate of the duration of such Delay Period. Each Holder agrees that (i) upon receipt of such notice of an Information Delay Period it will forthwith discontinue disposition of any restricted securities of the Company within pursuant to the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing(ii) or necessary to make the statements therein not misleading, to which upon receipt of such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning notice of a Transaction Delay Period it will forthwith discontinue disposition of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, Common Stock pursuant to the extent that registration statement and (iii) in either such lossescase, claims, damages or liabilities are caused by will not deliver any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use therein.prospectus forming

Company's Obligations in Registration. The following provisions shall also be applicable at the sole cost and expense of Whenever the Company in is obligated, by the case provisions of registrations this Section 5, to effect the registration of any Registrable Securities under Section 11: i) Following the effective date of such registration statementSecurities Act, the Company shall: (1) furnish to the Registrable Securities Holders for whom such Registrable Securities are registered or are to be registered and to the underwriter, upon the request if any, such numbers of the Holdercopies of a prospectus, forthwith supply such number of prospectuses meeting including a preliminary prospectus and any amendments or supplements thereto, in conformity with the requirements of the Securities Act Act, and such other documents and information as shall be requested by such Registrable Securities Holders or underwriter may reasonably request in order to facilitate the Holder disposition of such Registrable Securities or in order to permit it to make a public distribution conduct any investigation of all the Company in connection with the registration of its Warrant Sharessuch Registrable Securities, provided that the Holder Registrable Securities Holders shall from time maintain the confidentiality of all such information that is not, or does not become (as a result of such registration or otherwise), public information; (2) register or qualify the Registrable Securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as the Registrable Securities Holders for whom such Registrable Securities are registered or are to time furnish be registered shall reasonably request in light of any distribution being then contemplated, and do any and all other acts and things that may be reasonably necessary or advisable to enable such Registrable Securities Holders to consummate the Company with disposition in such appropriate information (relating to the intentions jurisdictions of the Holder) in connection therewith as such Registrable Securities, except that the Company shall request not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in writing.any jurisdiction where it is not so qualified; ii(3) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Company shall bear the entire cost and expense Securities Act, of the happening of any event as a result of which the prospectus included in such registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged contains an untrue statement of a material fact contained in or omits any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which and, at the request of any such person may become subjectseller, or any violation or alleged violation by the Company will prepare a supplement or amendment to which such Person may become subjectprospectus so that, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except as thereafter delivered to the extent that purchasers of such lossesRegistrable Securities, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged prospectus will not contain an untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omit to state therein a material any fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading; (4) cause all such Registrable Securities to be listed on each securities exchange on which securities of the same class as the Registrable Securities are then listed; (5) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; (6) make available for inspection by each seller of Registered Securities, any underwriter participating in any disposition pursuant to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each personany attorney, if anyaccountant or other agent retained by any such seller or underwriter, who controls all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement, provided that the Registrable Securities Holders shall maintain the confidentiality of all such information that is not, or does not become (as a result of such registration or otherwise), public information; and (7) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities governing the operations of the Company within in the meaning United States as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities and cooperate with the Registrable Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, Holder to the extent that the Registrable Securities Holder is required to make any filing with or obtain any approval from a governmental agency or authority in connection with such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereindisposition.

Company's Obligations in Registration. The following provisions In the event you timely elect to participate in an offering by including shares of Underlying Common Stock under a registration statement pursuant to Section 4(a) above, or if you make or timely elect to participate in a Demand Registration pursuant to Section 4(b) above, the Company shall: (i) notify you as to the filing of any registration statement or prospectus and of all amendments or supplements thereto filed prior to the effective date of such registration statement and of all post- effective amendments or supplements thereto; (ii) comply in all material respects with all applicable rules and regulations of the Commission; (iii) notify you immediately, and confirm the notice in writing, (1) when the registration statement becomes effective, (2) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to the suspension of qualification of the Underlying Common Stock for sale in any jurisdiction or of the initiation, or the threatening, of any proceedings for that purpose, and (4) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall also be applicable enter a stop order or order suspending qualification at any time, the Company will use all commercially reasonable efforts to obtain the lifting of such order at the sole cost earliest possible moment; (iv) during any time when a prospectus is required to be delivered under the Act during the period required for the distribution of the Underlying Common Stock, use its best efforts to comply with all requirements imposed upon it under the Act and expense the rules and regulations promulgated thereunder, so far as necessary to permit the continuance of sales of or dealings in the Underlying Common Stock pursuant to a prospectus complying (v) use all commercially reasonable efforts, in cooperation with you, at or prior to the time the registration statement becomes effective, to register or qualify the Underlying Common Stock for offering and sale under the securities laws relating to the offering or sale of the Underlying Common Stock in such jurisdictions as you may reasonably designate and to continue the qualifications in effect so long as required for purposes of the sale of the Underlying Common Stock; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of process for all purposes. In each jurisdiction where such qualification shall be effected, the Company will, unless you agree that such action is not at the time necessary or advisable, file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction; (vi) make generally available to its security holders as soon as practicable an earnings statement which shall satisfy the provisions of Section 11(a) of the Act and any applicable rules and regulations of the Commission thereunder covering a period of at least 12 months beginning after the effective date of the registration statement; (vii) use the Company's best efforts to cause the independent certified public accountants of the Company to deliver to you, and to the underwriters if the Underlying Common Stock is being sold through underwriters, letters dated the date that the registration statement becomes effective and the date the Underlying Common Stock is delivered to the underwriters for sale pursuant to such registration or, if the Underlying Common Stock is not being sold through underwriters, on the date that the registration statement becomes effective, stating that they are independent certified public accountants within the meaning of the Act and the rules and regulations of the Commission thereunder, and that, in their opinion, the financial statements and other financial data of the Company included in the case registration statement or prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of registrations under Section 11:the Act, and such other financial and accounting matters as the underwriters, if any, or you may reasonably request; i(viii) Following after the effective date of such registration statement, the Company shallprepare, upon the request and promptly notify you of the Holderproposed filing of, forthwith supply and promptly file with the Commission, each and (ix) furnish to you, as soon as available, copies of any such number of prospectuses meeting the requirements of the Securities Act registration statement and each preliminary or final prospectus, or supplement or amendment prepared pursuant thereto, all in such quantities as shall be requested by the Holder to permit it to make a public distribution of all of its Warrant Shares, provided that the Holder shall you may from time to time furnish reasonably request in order to facilitate the Company with public sale or other disposition of the Underlying Common Stock; and (x) make such appropriate information (relating representations and warranties to any underwriter of the Underlying Common Stock and to the intentions holders thereof, and use the Company's commercially reasonable efforts to cause the Company's legal counsel to render, at the time or times of the Holderletters referred to in subparagraph (vii) in connection therewith as the Company shall request in writing. ii) the Company shall bear the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all lossesabove, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required such opinions to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Company to which such Person may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each personunderwriters, if any, who controls the Company within the meaning of the Securities Actand to you, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of as such underwriters or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person you may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinreasonably request.

Company's Obligations in Registration. The following If and whenever the Company, under the provisions shall also of this Section 6, undertakes to effect the registration of any Warrant Shares under the Securities Ace, it will as expeditiously as possibly use its best efforts to: (i) prepare and file with the Commission a registration statement with respect to such Warrant Shares and cause such registration statement to become and remain effective throughout the term hereof. (ii) Prepare and file with the Commission such amendments and supplements to such Registration statement and the Prospectus used in connection therewith as may be applicable at necessary to keep such Registration Statement effective and to comply with the sole cost and expense provisions of the Company in Securities Act with respect to the case disposition of registrations under Section 11: i) Following all Warrant Shares covered by such Registration Statement whenever the effective date of Warrantholders for whom such registration statement, the Company shall, upon the request Warrant Shares are registered or are to be registered shall desire to dispose of the Holdersame, forthwith supply throughout the term hereof. (iii) Furnish to the Warrantholders for whom such Warrant Shares are registered or are to be registered such number of prospectuses meeting copies of a Prospectus, including a preliminary Prospectus, in conformity with the requirements of the Securities Act and such other documents as shall be requested by such Warrantholders may reasonably request in order to facilitate the Holder to permit it to make a public distribution disposition of all of its such Warrant Shares, provided that but only throughout the Holder shall from time term hereof. (iv) Register or qualify the Warrant Shares covered by such Registration Statement under the Securities or Blue Sky laws of the same jurisdictions as those in which the Shares were registered or are to time furnish be registered pursuant to the Prospectus, or jurisdiction in which the Company with is registering its securities for purposes of a public offering of such appropriate information (relating securities and to any and all other acts and things which may reasonable be necessary or advisable to enable such Warrantholders to consummate the intentions of the Holder) disposition in connection therewith as such jurisdiction or such Warrant Shares; provided, however, that the Company shall request in writing. ii) the Company shall bear the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all lossesbe obligated, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason hereof, to qualify as a foreign corporation under the laws of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application jurisdiction or other filing) or necessary to make the statements therein not misleading, file any general consent to which such person may become subject, or any violation or alleged violation by the Company to which such Person may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning service of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinprocess.

Company's Obligations in Registration. The following provisions shall also be applicable at the sole cost and expense In connection with any offering of the Company in the case of registrations under Underlying Securities pursuant to Section 11: i3(c) Following the effective date of such registration statementabove, the Company shall, upon : (i) Notify you as to the request filing thereof and of all amendments or supplements thereto filed prior to the effective date thereof; (ii) Comply with all applicable rules and regulations of the HolderCommission; (iii) Notify you promptly, forthwith supply such number of prospectuses meeting and confirm the requirements notice in writing, (1) when the Registration Statement becomes effective, (2) of the Securities Act as shall be requested issuance by the Holder Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to permit it the suspension of qualification of the Underlying Securities for sale in any jurisdiction or of the initiation, or the threatening, of any proceedings for that purpose and (4) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall enter such a stop order or order suspending qualification at any time, the Company will make every reasonable effort to make obtain the lifting of such order as promptly as practicable. (iv) During the time when a public Prospectus is required to be delivered under the Act during the period required for the distribution of the Underlying Securities, comply so far as it is able with all of its Warrant Sharesrequirements imposed upon it by the Act, provided that as hereafter amended, and by the Holder shall Rules and Regulations promulgated thereunder, as from time to time furnish in force, so far as necessary to permit the Company with such appropriate information (continuance of sales of or dealings in the Underlying Securities. If at any time when a Prospectus relating to the intentions Underlying Securities is required to be delivered under the Act any event shall have occurred as a result of which, in the Holder) in connection therewith as opinion of counsel for the Company shall request in writing. ii) or your counsel, the Company shall bear Prospectus relating to the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of Underlying Securities as then amended or based upon any untrue statement or alleged supplemented includes an untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omits to state therein a any material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to which amend such person may become subject, or any violation or alleged violation by Prospectus to comply with the Company to which such Person may become subject, under the Securities Act, the Exchange ActCompany will promptly prepare and file with the Commission an appropriate amendment or supplement (in form reasonably satisfactory to you). (v) Endeavor in good faith, in cooperation with you, at or prior to the time the Registration Statement becomes effective, to qualify the Underlying Securities for offering and sale under the securities laws relating to the offering or sale of the Underlying Securities of such jurisdictions as you may reasonably designate and to continue the qualifications in effect so long as required for purposes of the sale of the Underlying Securities; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process, or other Federal or state laws or regulationsto taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, at common law or otherwisethe Company will, except to the extent unless you agree that such lossesaction is not at the time necessary or advisable, claimsfile and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction. For the purposes of this paragraph, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon "good faith" is defined as the same standard of care and in strict conformity with written information furnished to degree of effort as the Company will use to qualify its securities other than the Underlying Securities. (vi) Make generally available to its security holders as soon as practicable, but not later than the first day of the eighteenth full calendar month following the effective date of the Registration Statement, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or the rules and regulations promulgated thereunder, but which shall satisfy the provisions of Section 11(a) of the Act) covering a period of at least twelve months beginning after the effective date of the Registration Statement. (vii) After the effective date of such person expressly for use therein; PROVIDED HOWEVERRegistration Statement, that prepare, and promptly notify you of the Holder shall at proposed filing of, and promptly file with the same time indemnify the Company, its directorsCommission, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against every amendment or supplement thereto or to any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of Prospectus forming a material fact contained in any registration statement or any prospectus included therein required to part thereof as may be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the any statements therein not misleading; provided that no such amendment or supplement shall be filed if you shall object thereto in writing promptly after being furnished a copy thereof. (viii) Furnish to you, to which as soon as available, copies of any such person may become subjectRegistration Statement and each preliminary or final Prospectus, or supplement or amendment prepared pursuant thereto, all in such quantities as you may from time to time reasonably request; (ix) Make such representations and warranties to any violation or alleged violation by underwriter of the Holder Underlying Securities, and use your best efforts to which cause Company counsel to render such opinions to such underwriter, as such underwriter may reasonably request; and (x) Pay all costs and expenses incident to the performance of the Company's obligations under Sections 3(c) and 3(d), its directorsincluding, each officer signing without limitation, the related registration statementfees and disbursements of the Company's auditors and legal counsel, fees and each persondisbursements of legal counsel for you, if anyregistration, who controls listing and filing fees, printing expenses and expenses in connection with the transfer and delivery of the Underlying Stock; provided, however, that the Company within shall not be responsible for compensation and reimbursement of expenses to underwriters or selling agents for the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinincluded Underlying Securities.

Company's Obligations in Registration. The following provisions If any Holder timely elects to participate in an offering by including Warrant Shares in a registration statement pursuant to Section 3(c) or (d) above, the Company shall also be applicable at use its best efforts to effect such registration to permit the sole cost and expense sale of Warrant Shares in accordance with the intended method or methods of disposition thereof and, without limitation, pursuant thereto the Company shall: (i) notify the Holders as to the filing of the Company in the case registration statement and of registrations under Section 11: i) Following all amendments or supplements thereto filed prior to the effective date thereof; (ii) use its best efforts to cause any registration statement filed under the Act pursuant to Section 3(c) or (d) above to become effective at the earliest possible date after the filing thereof and to comply with all applicable rules and regulations of such the Commission in connection therewith; provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, including documents which would be incorporated or deemed to be incorporated by reference in the registration statement after the initial filing of any registration statement, the Company shallwill furnish to the Holders, upon their respective counsel and the request underwriters, if any, to be engaged in connection with the offering and sale by the Company (for purposes of this Section 3(e) and Section 3(f), the "Underwriters"), copies of all such documents proposed to be filed, which documents will be subject to the review of the HolderHolders, forthwith supply their respective counsel and the Underwriters, and the Company will not file any registration statement, or amendment thereto, or any prospectus or any supplement thereto relating in whole or in part to the Holders' Warrant Shares (including such number documents incorporated or deemed to be incorporated by reference) to which the Holders or the Underwriters, if any, shall reasonably object; (iii) notify the Holders immediately, and confirm the notice in writing, (1) when the registration statement or any post-effective amendment thereto becomes effective, (2) when a prospectus or prospectus supplement or post-effective amendment has been filed, (3) of prospectuses meeting any request by the requirements Commission for amendments, supplements or additional information related to a registration statement or prospectus or otherwise, (4) of the Securities Act as shall be requested issuance by the Holder Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose known to permit it to make a public distribution the Company, (5) of all of its Warrant Shares, provided that the Holder shall from time to time furnish receipt by the Company of any notification with such appropriate information (relating respect to the intentions suspension of qualification of the Holder) Warrant Shares for sale in connection therewith as the Company shall request in writing. ii) the Company shall bear the entire cost and expense any jurisdiction or of the registration initiation, or the threatening, of securities provided any proceedings for in this Section that purpose known to the Company, (but not the selling expenses 6) of the Holder). iiireceipt of any comments from the Commission or any state regulatory authority, (7) of the Company shall indemnify and hold harmless happening of any event which requires the Holder from and against making of any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue changes in a registration statement or alleged the related prospectus or any prospectus supplement so that such documents will not contain any untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omit to state therein a any material fact required to be stated therein or necessary to make the statements therein not misleading and (i.e., in 8) of the determination of the Company that a post-effective amendment to a registration statement would be necessary or appropriate; (iv) make every reasonable effort to obtain the withdrawal of any such order suspending the effectiveness of a registration statement, prospectusor the lifting of any suspension of the qualification (or exemption from qualification) of any of the Warrant Shares for sale in any jurisdiction, application at the earliest possible moment; (v) if reasonably requested by the Underwriters, if any, or the Holders, immediately incorporate in a prospectus supplement or post-effective amendment such information as the Holders and the Underwriters, if any, agree should be included therein relating to the sale and distribution of the Warrant Shares, including, without limitation, information with respect to the number of Warrant Shares being sold to such Underwriters, the purchase price being paid therefor by such Underwriters and with respect to any other filingterms of the underwritten offering of the Warrant Shares to be sold in such offering; make all required filings of such prospectus supplement or post- effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and supplement or amend any registration statement if reasonably requested by the Holders or any Underwriter of Warrant Shares covered by such Warrant Shares; (vi) furnish to each of the Holders whose Warrant Shares have been included therein, their respective counsel and each Underwriter, if any, without charge, at least one manually executed copy of any registration statement (including all amendments thereto) and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (vii) during the time when a prospectus is required to be delivered under the Act in connection with the distribution of the Warrant Shares, comply so far as it is able with all requirements imposed upon it by the Act, as now and hereafter amended, and by the Rules and Regulations promulgated by the Commission thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Warrant Shares. If at any time when a prospectus relating to the Warrant Shares is required to be delivered under the Act any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Holders, the prospectus relating to the Warrant Shares as then amended or supplemented includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary at any time to which amend such person may become subject, or any violation or alleged violation by prospectus to comply with the Company to which such Person may become subject, under the Securities Act, the Exchange Act, Company will use its best efforts promptly to prepare and file with the Commission an appropriate amendment or other Federal or state laws or regulations, at common law or otherwise, except supplement in form and substance reasonably satisfactory to the extent that Holders; (viii) make generally available to its security holders as soon as practicable, but not later than 15 months following the effective date (and each other deemed (ix) prepare and promptly file with the Commission such losses, claims, damages or liabilities are caused amendments and post-effective amendments to each registration statement as may be necessary to keep such registration statement continuously effective for a period of nine months; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be timely filed pursuant to Rule 424 under the Act; and comply with the provisions of the Act with respect to the disposition of all Warrant Shares covered by such untrue registration statement during the applicable period in accordance with the intended methods of disposition as set forth in such registration statement or alleged untrue statement or omission or alleged omission based upon supplement to such prospectus; and in strict conformity with written information furnished to these regards the Company by shall not be deemed to have used its best efforts to keep a registration statement effective during the applicable period if it unreasonably takes any action that would result in any Holder whose Warrant Shares have been included therein not being able to sell such person expressly Warrant Shares at any time during such period or for use therein; PROVIDED HOWEVERmore than 30 days, that whether or not consecutive, in such period; (x) deliver to each of the Holder shall at Holders, their respective counsel and the same time indemnify the Company, its directors, each officer signing the related registration statement, and each personUnderwriters, if any, who controls without charge, as many copies of the prospectus or prospectuses (including each preliminary prospectus) and any amendment or supplement thereto as such persons may reasonably request; and the Company within consents to the meaning use of any such prospectus or any amendment or supplement thereto by the Holders and each of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each personUnderwriters, if any, who controls in connection with the offering and sale of the Warrant Shares covered by such prospectus or any amendment or supplement thereto; (xi) prior to any public offering of Warrant Shares, register or qualify or cooperate with the Holders, the Underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Warrant Shares for offer and sale under the securities or blue sky laws of such jurisdictions as the Holders or any Underwriter reasonably requests in writing; keep each such registration or qualification (or exemption therefrom) effective during the period the applicable registration statement is required to be kept effective and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Warrant Shares covered by the applicable registration statement; provided, that the Company within will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject; (xii) cooperate with the meaning Holders and the Underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Warrant Shares to be sold, which certificates shall not bear any restrictive legends; and enable such Warrant Shares to (xiii) use its best efforts to cause the Warrant Shares covered by the applicable registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Holders and the Underwriters, if any, to consummate the disposition of such Warrant Shares; (xiv) enter into such agreements in form and substance reasonably acceptable to the Company and its counsel (including an underwriting agreement) and take all such other actions in connection therewith as may be necessary to expedite or facilitate the disposition of such Warrant Shares and, in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration: (1) make such representations and warranties to the Holders with respect to the business of the Securities Act, Company and any subsidiaries it may become subject, under the Securities Actthen have, the Exchange Actregistration statement, the prospectus (and, if applicable, prospectus supplement) and documents, if any, incorporated or deemed to be incorporated by reference in the registration statement (and, if applicable, prospectus supplement), in each case in such form, substance and scope as are reasonably requested by the Holders and confirm the same if and when requested; (2) obtain opinions of counsel to the Company and updates thereof addressed to the Holders with respect to the matters referred to in the preceding clause (1) in such form, scope and substance as are reasonably requested by the Holders; (3) in the case of an underwritten offering, enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and obtain (a) opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Underwriters) addressed to the Underwriters covering the matters customarily covered in opinions requested by underwriters in underwritten offerings and such other matters as may be reasonably requested by the Underwriters and (b) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Holders) addressed to the Holders covering matters reasonably requested by the Holders (whether or not such matters are different from, or in addition to, the matters described in subclause (a) of this subsection (xiv)(3); (4) obtain "comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other Federal independent certified public accountants of any subsidiary of the Company or state laws of any business acquired by the Company for which financial statements and financial data is or regulationsis required to be included in the registration statement), addressed to the Holders and each of the Underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "comfort" letters to underwriters in connection with underwritten offerings; (5) if an underwriting agreement is entered into, the same shall set forth in full the indemnification and contribution provisions and procedures of Section 3(f) hereof (or such other indemnification and contribution provisions as shall be acceptable to the Holders and the Underwriters of such underwritten offering) with respect to all parties to be indemnified pursuant to said section; and (6) the Company shall deliver such documents and certificates as may be requested by the Holders and the Underwriters, if any, to evidence the continued validity of the representations and warranties made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. Each of the above shall be done at common law each closing under such underwriting or otherwise, similar agreement or as and to the extent that required thereunder; (xv) make available for inspection by a representative of the Holders or any Underwriter participating in any disposition pursuant to such lossesregistration statement and any attorney or accountant retained by the Holders or such Underwriter, claimsall financial and other records, damages or liabilities are caused pertinent corporate documents and properties of the Company and its subsidiaries and cause the officers, directors and employees of and independent accountants and attorneys for the Company and its subsidiaries personally to meet with and to supply all information reasonably requested by any such untrue statement representative, Underwriter, attorney or alleged untrue statement accountant in connection with any registration of Warrant Shares; provided, that any records, information or omission documents that are designated by the Company in writing as confidential shall be kept confidential by such persons unless (i) disclosure of such records, information or alleged omission based upon and documents is required by court or administrative order, (ii) disclosure of such records, information or document is, in strict conformity with written information furnished the opinion of counsel to the Company Holders or to any Underwriter, required pursuant to the requirements of the Act or (iii) such records, information or documents are otherwise publicly available; (xvi) pay all costs and expenses incident to the performance of the Company's obligations under Sections 3(c) and (d) above and under this Section 3(e) (collectively "Registration Expenses"), including without limitation the fees and disbursements of the Company's auditors, legal counsel, any special legal counsel (including one legal counsel for the Holders) and legal counsel (including, if applicable, legal counsel to the Underwriters) responsible for qualifying the Warrant Shares under state securities or blue sky laws, all filing fees and printing expenses, all expenses in connection with the transfer and delivery of the Warrant Shares, all expenses in connection with the qualification or registration of the Warrant Shares under applicable state securities or blue sky laws of such states as are designated by the Holder expressly for Holders (or obtaining exemptions from such qualification or registration under state securities or blue sky laws) and, if applicable, the fee of the National Association of Securities Dealers, Inc. in connection with its review; provided, that in no event shall Registration Expenses include any underwriting discounts, commissions or fees or the fees of more than one counsel retained by the Holders or the fees, except with respect to such state securities blue sky matters, of legal counsel retained by the Underwriters in connection with the sale of Warrant Shares pursuant to Section 3(c) or 3(d) above; and (xvii) in connection with the filing of a registration statement pursuant to Section 3(c) or (d) above, use thereinits best efforts to obtain indemnification of the Holders by the Underwriter to the same extent said Underwriter provides indemnification to the Company.

Company's Obligations in Registration. The following provisions In the event you timely elect to participate in an offering by including your Underwriter Warrants, the Underlying Securities or the Warrant Stock in a registration statement pursuant to Subsection 3(c) above, the Company shall: (i) Notify you as to the filing thereof and of all amendments or supplements thereto filed prior to the effective date thereof; (ii) Comply with all applicable rules and regulations of the Commission; (iii) Notify you immediately, and confirm the notice in writing, (1) when the registration statement becomes effective, (2) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to the suspension of qualification of the Common Stock, the Preferred Stock, the Warrants or the Units for sale in any jurisdiction or of the initiation, or the threatening, of any proceedings for that purpose and (4) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall also enter such a stop order or order suspending qualification at any time, the Company will make every reasonable effort to obtain the lifting of such order as promptly as practicable. (iv) During the time when a registration statement is required to be delivered under the Act during the period required for the distribution of the Underlying Securities or the Warrant Stock, comply so far as it is able with all requirements imposed upon it by the Act, as hereafter amended, and by the rules and regulations promulgated thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of the Underlying Securities and the Warrant Stock, as applicable. If at any time when a registration statement relating to the Underlying Securities or the Warrant Stock is required to be delivered under the Act any event shall have occurred as a result of which, in the opinion of counsel for the Company or your counsel, the registration statement relating to the Underlying Securities or the Warrant Stock as then amended or supplemented includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend such registration statement to comply with the Act, the Company will promptly prepare and file with the Commission an appropriate amendment or supplement (in form satisfactory to you). (v) Endeavor in good faith, in cooperation with you, at or prior to the time the registration statement becomes effective, to qualify the Underlying Securities and/or the Warrant Stock, as applicable for offering and sale under the securities laws relating to the offering or sale of the Underlying Securities and/or the Warrant Stock, as applicable in such jurisdictions as you may reasonably designate and to continue the qualifications in effect so long as required for purposes of the sale of the Underlying Securities and/or the Warrant Stock, as applicable; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process, or to taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless you agree that such action is not at the sole cost time necessary or advisable, file and expense make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction. For the purposes of this paragraph, "good faith" is defined as the same standard of care and degree of effort as the Company will use to qualify its securities other than the Underlying Securities and the Warrant Stock. (vi) Make generally available to its security holders as soon as practicable, but not later than the first day of the Company in eighteenth full calendar month following the case effective date of registrations under the registration statement, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or the rules and regulations promulgated thereunder, but which shall satisfy the provisions of Section 11:11(a) of the Act) covering a period of at least twelve months beginning after the effective date of the registration statement. i(vii) Following After the effective date of such registration statement, the Company shallprepare, upon the request and promptly notify you of the Holderproposed filing of, forthwith supply such number of prospectuses meeting and promptly file with the requirements of the Securities Act as shall be requested by the Holder Commission, each and every amendment or supplement thereto or to permit it to make a public distribution of all of its Warrant Shares, provided that the Holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of the Holder) in connection therewith as the Company shall request in writing. ii) the Company shall bear the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement forming a part thereof as may be necessary to make any statements therein not misleading in any material respect; provided that no such amendment or any prospectus included therein required to supplement shall be filed or if you shall object thereto in writing promptly after being furnished by reason a copy thereof. (viii) Furnish to you, as soon as available, copies of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application including all preliminary or other filing) or necessary to make the statements therein not misleading, to which such person may become subjectfinal registration statements, or supplement or amendment prepared pursuant thereto, all in such quantities as you may from time to time reasonably request; (ix) Make such representations and warranties to any violation underwriter of the Underlying Securities or alleged violation by the Warrant Stock, as applicable, and use your best efforts to cause Company counsel to which render such Person usual and customary opinions to such underwriter, as such underwriter may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except reasonably request; and (x) Pay all costs and expenses incident to the extent that such lossesperformance of the Company's obligations under Subsection 3 (c) above and under this Subsection 3 (f), claimsincluding without limitation the fees and disbursements of Company auditors and legal counsel, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon of legal counsel for you and of legal counsel responsible for qualifying the Underlying Securities and/or the Warrant Stock under blue sky laws, all filing fees and printing expenses, all expenses in strict conformity connection with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVERtransfer and delivery of the Underlying Securities and/or Warrant Stock, and all expenses in connection with the qualification of the Underlying Securities and/or the Warrant Stock under blue sky laws provided, however, that the Holder Company shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, not be responsible for indemnity discounts and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereincommissions.

Company's Obligations in Registration. The following provisions -------------------------------------- shall also be applicable at the sole cost and expense of the Company in the case of registrations under Section 11: i) Following the effective date of such registration statement, the Company shall, upon the request of the Holder, forthwith supply such number of prospectuses meeting the requirements of the Securities Act as shall be requested by the Holder to permit it to make a public distribution of all of its Warrant Shares, provided that the Holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of the Holder) in connection therewith as the Company shall request in writing. ii) the Company shall bear the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Company to which such Person may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVERprovided however, that -------- ------- the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use therein.

Company's Obligations in Registration. The following provisions In the event any Holder participates in an offering of Underlying Common Stock in a registration statement pursuant to Section 7.01 or Section 7.02, the Company shall: (a) notify such Holder as to the filing thereof and of all amendments or supplements thereto filed prior to the effective date of such registration statement; (b) notify such Holder immediately, and confirm the notice in writing, (i) when the prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to the registration statement or any post-effective amendment thereto, when the same becomes effective, (ii) of any request by the Commission for amendments to the registration statement or amendment or supplement to the prospectus for additional information relating thereto, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement under the Act or of the suspension of any state securities commission of the qualification of the Underlying Common Stock for offering or sale in any jurisdiction, or the initiation, or the threatening, of any proceedings for any of the preceding purposes, (iv) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority, and (v) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the registration statement, prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the registration statement or the prospectus in order to make the statements therein not misleading. If the Commission or any state regulatory authority shall also be applicable enter such a stop order or order suspending qualification at any time, the Company will promptly use its commercially reasonable efforts to obtain the withdrawal or lifting of such order at the sole cost earliest possible time; (c) during any time when a prospectus is required to be delivered under the Act during the period required for the distribution of the Underlying Common Stock, use its commercially reasonable efforts to comply with all requirements imposed upon it by the Act, as hereafter amended, and expense by the rules and regulations promulgated thereunder, so far as necessary to permit the continuance of sales of or dealings in the Underlying Common Stock pursuant to a prospectus complying with Section 10(a)(3) of the Act. If at any time when a prospectus relating to the Underlying Common Stock is required to be delivered under the Act and any event shall have occurred that would cause the prospectus relating to the Underlying Common Stock as then amended or supplemented to include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend such prospectus to comply with the Act and the rules and regulations of the Commission promulgated thereunder, the Company will promptly prepare and file with the Commission an appropriate amendment or supplement correcting such misstatement or omission in form satisfactory to the Company's counsel; (d) use its commercially reasonable efforts, in cooperation with such Holder, at or prior to the time the registration statement becomes effective, to register or qualify the Underlying Common Stock for offering and sale under the securities or blue sky laws relating to the offering or sale of the Underlying Common Stock in such jurisdictions as such Holder may reasonably designate, do any and all other acts or things reasonably necessary or advisable to enable the disposition in any such jurisdiction of the Underlying Common Stock covered by the registration statement and to continue the qualifications in effect so long as required for purposes of the sale of the Underlying Common Stock; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of process for all purposes other than as to matters and transactions relating to the registration statement, in any jurisdiction where it is not now so subject. In each jurisdiction where such qualification shall be effected, the Company will, unless such Holder agrees that such action is not at the time necessary or advisable, file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction; (e) use the Company's commercially reasonable efforts to cause the independent certified public accountants of the Company to deliver to such Holder, and to the underwriters if the Underlying Common Stock is being sold through underwriters, letters on the date that the registration statement becomes effective and on the date the Underlying Common Stock is delivered to the underwriters for sale pursuant to such registration or, if the Underlying Common Stock is not being sold through underwriters, on the date that the registration statement becomes effective, stating that they are independent certified public accountants within the meaning of the Act and the rules and regulations of the Commission thereunder, and that, in their opinion, the financial statements and other financial data of the Company included in the case registration statement or prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of registrations under Section 11:the Act, and such other financial matters as the underwriter, if any, or such Holder may reasonably request; i(f) Following after the effective date of such registration statement, the Company shallprepare, upon the request and promptly notify such Holder of the proposed filing of, and promptly file with the Commission, each and every amendment or supplement thereto or to any prospectus forming a part thereof as may be necessary to make any statements therein not misleading in any material respect; (g) furnish to such Holder, forthwith supply without charge, as soon as available, copies of any such number of prospectuses meeting the requirements of the Securities Act registration statement and each preliminary or final prospectus, or supplement or amendment prepared pursuant thereto, all in such quantities as shall be requested by the such Holder to permit it to make a public distribution of all of its Warrant Shares, provided that the Holder shall may from time to time furnish reasonably request in order to facilitate the public sale or other disposition of the Underlying Common Stock. The Company with such appropriate information (relating hereby consents to the intentions use of the Holder) prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection therewith as with the Company shall request in writing. ii) offering and the Company shall bear the entire cost and expense sale of the registration of securities provided for in this Section Underlying Common Stock covered by the prospectus or any amendment or supplement thereto; (but not the selling expenses h) make such representations and warranties to any underwriter of the Holder).Underlying Common Stock, and use the Company's best efforts to cause the Company's counsel to render, at the time or times of the letters referred to in subparagraph (e) above, such opinions to such underwriter, if any, as such underwriter may reasonably request; iii13 14 (i) prepare and file with the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of Commission a material fact contained in any registration statement or with respect to such Underlying Common Stock and prepare and file with the Commission such amendments and post-effective amendments to the registration statement as may be necessary to keep the registration statement effective for 180 days to complete the proposed distribution; cause the prospectus to be supplemented by any required prospectus included therein required supplement, and as so supplemented to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission pursuant to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Company to which such Person may become subject, Rule 424 under the Securities Act, and to comply fully with the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to applicable provisions of Rules 424 and 430A under the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon Securities Act in a timely manner; and in strict conformity comply with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning provisions of the Securities Act, from and against any and Act with respect to the disposition of all losses, claims, damages and liabilities (including reasonable fees and expenses securities covered by such registration statement during the applicable period in accordance with the intended method or methods of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained distribution by the sellers thereof set forth in any such registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, supplement to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use therein.prospectus;

Company's Obligations in Registration. The following If and whenever the Company is required by the provisions shall also be applicable at of this Agreement to effect the sole cost and expense registration of any of the Company in Shares or Additional Shares under the case of registrations under Section 11: i) Following the effective date of such registration statementAct, the Company shallwill, upon as expeditiously as possible: a. Prepare and file with the request SEC the proposed Registration Statement with respect to such Shares and/or Additional Shares and use its best efforts: (i) to cause the Registration Statement to become and remain effective to permit the Shareholder to dispose of the Holder, forthwith supply Shares and/or Additional Shares in sales pursuant to the Registration Statement; and (ii) to keep the Registration Statement effective until the Shareholder has completed the distribution of the securities registered (the "Selling Period") as provided herein (including the taking of such steps as are necessary to obtain the removal of any stop order); b. Prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective throughout the Selling Period and to comply with the provisions of the Act; c. Furnish to the Shareholder such number of prospectuses meeting copies of the prospectus and preliminary prospectus in conformity with the requirements of the Securities Act Act, and such other documents as shall be requested the Shareholder may reasonably request, in order to facilitate the public sale or other disposition of the Shares and/or Additional Shares; d. Use its best efforts to register or qualify the Shares and Additional Shares covered by the Holder to permit it to make a public distribution of all of its Warrant Shares, provided that Registration Statement under the Holder shall from time to time furnish the Company with such appropriate information (relating to the intentions securities or blue sky laws of the Holder) states in connection therewith as which the Company shall request in writing. ii) the Company shall bear the entire cost Shareholder resides and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against do any and all lossesother acts and things which may be necessary to enable the Shareholder to consummate the public sale or other disposition of such Shares in such jurisdiction; and e. Promptly notify the Shareholder, claimsat any time when a prospectus relating to any of the Shares and/or Additional Shares is required to be delivered under the Act, damages and liabilities (including reasonable fees and expenses of counsel) arising out the occurrence of or based upon any event as a result of which the prospectus included in the Registration Statement as then in effect includes an untrue statement of a material fact, or alleged omits to state a material fact, required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In the event the Registration Statement or prospectus includes any untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omits to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleadingmisleading in light of the circumstances then existing, to which such person may become subject, or any violation or alleged violation by the Company shall file with the SEC a prospectus supplement under Rule 424 or a post-effective amendment, as required. The Company agrees to which such Person may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except prepare and furnish to the extent that such losses, claims, damages or liabilities are caused by Shareholder a reasonable number of copies of any such untrue statement supplement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished amended prospectus as may be necessary so that, as thereafter delivered to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning purchasers of the Securities ActShares and/or the Additional Shares, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged such prospectus shall not include an untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omit to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by misleading in the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning light of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereincircumstances then existing.

Company's Obligations in Registration. The following provisions shall also be applicable at the sole cost and expense In connection with any offering of the Company in the case of registrations under Subject Stock pursuant to Section 11: i3(c) Following the effective date of such registration statementor 3(d) above, the Company shall, upon : Warrant Agreement 26047_1 - 75205/00002 3 (i) Notify you as to the request filing thereof and of all amendments or supplements thereto filed prior to the effective date thereof; (ii) Comply with all applicable rules and regulations of the HolderCommission; (iii) Notify you immediately, forthwith supply such number of prospectuses meeting and confirm the requirements notice in writing, (1) when the Registration Statement becomes effective, (2) of the Securities Act as shall be requested issuance by the Holder Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to permit it the suspension of qualification of the Subject Stock for sale in any jurisdiction or of the initiation, or the threatening, of any proceedings for that purpose and (4) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall enter such a stop order or order suspending qualification at any time, the Company will make every reasonable effort to make obtain the lifting of such order as promptly as practicable. (iv) During the time when a public Prospectus is required to be delivered under the Act during the period required for the distribution of the Subject Stock, comply so far as it is able with all of its Warrant Sharesrequirements imposed upon it by the Act, provided that as hereafter amended, and by the Holder shall Rules and Regulations promulgated thereunder, as from time to time furnish in force, so far as necessary to permit the Company with such appropriate information (continuance of sales of or dealings in the Subject Stock. If at any time when a Prospectus relating to the intentions Subject Stock is required to be delivered under the Act any event shall have occurred as a result of which, in the Holder) in connection therewith as opinion of counsel for the Company shall request in writing. ii) or your counsel, the Company shall bear Prospectus relating to the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of Subject Stock as then amended or based upon any untrue statement or alleged supplemented includes an untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omits to state therein a any material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to which amend such person may become subject, or any violation or alleged violation by Prospectus to comply with the Company to which such Person may become subject, under the Securities Act, the Exchange ActCompany will promptly prepare and file with the Commission an appropriate amendment or supplement (in form satisfactory to you). (v) Endeavor in good faith, in cooperation with you, at or prior to the time the Registration Statement becomes effective, to qualify the Subject Stock for offering and sale under the securities laws relating to the offering or sale of the Subject Stock of such jurisdictions as you may reasonably designate and to continue the qualifications in effect so long as required for purposes of the sale of the Subject Stock; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process, or other Federal or state laws or regulationsto taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, at common law or otherwisethe Company will, except to the extent unless you agree that such lossesaction is not at the time necessary or advisable, claimsfile and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction. For the purposes of this paragraph, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon "good faith" is defined as the same standard of care and in strict conformity with written information furnished to degree of effort as the Company will use to qualify its securities other than the Subject Stock. (vi) Make generally available to its security holders as soon as practicable, but not later than the first day of the eighteenth full calendar month following the effective date of the Registration Statement, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or the rules and regulations promulgated thereunder, but which shall satisfy the provisions of Section 11(a) of the Act) covering a period of at least twelve months beginning after the effective date of the Registration Statement. Warrant Agreement 26047_1 - 75205/00002 4 (vii) After the effective date of such person expressly for use therein; PROVIDED HOWEVERRegistration Statement, that prepare, and promptly notify you of the Holder shall at proposed filing of, and promptly file with the same time indemnify the Company, its directorsCommission, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against every amendment or supplement thereto or to any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of Prospectus forming a material fact contained in any registration statement or any prospectus included therein required to part thereof as may be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the any statements therein not misleading; provided that no such amendment or supplement shall be filed if you shall object thereto in writing promptly after being furnished a copy thereof. (viii) Furnish to you, to which as soon as available, copies of any such person may become subjectRegistration Statement and each preliminary or final Prospectus, or supplement or amendment prepared pursuant thereto, all in such quantities as you may from time to time reasonably request; (ix) Make such representations and warranties to any violation or alleged violation by underwriter of the Holder Subject Stock, and use your best efforts to which cause Company counsel to render such opinions to such underwriter, as such underwriter may reasonably request; and (x) Pay all costs and expenses incident to the performance of the Company's obligations under Section 3(c) or 3(d) above and under this Section 3(e), its directorsincluding without limitation the fees and disbursements of the Company's auditors and legal counsel, each officer signing of legal counsel for you and of legal counsel responsible for qualifying the related registration statementSubject Stock under blue sky laws, all filing fees and printing expenses, all expenses in connection with the transfer and delivery of the Underlying Stock, and each personall expenses in connection with the qualification of the Subject Stock under blue sky laws; provided, if anyhowever, who controls that the Company within shall not be responsible for compensation and reimbursement of expenses to underwriters or selling agents for the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinincluded Subject Stock.

Company's Obligations in Registration. The Whenever the Company is ------------------------------------- obligated to effect the registration of any Registrable Securities under the Securities Act, as expeditiously as possible the Company will use its best efforts to: (a) prepare and file with the Commission, a registration statement with respect to such Registrable Securities and cause such registration statement to become and remain effective, provided that the Company shall not be -------- required to keep such registration statement effective, or to prepare and file any amendments or supplements thereto, later than the last business day of the fifteenth month following provisions the date on which such registration statement becomes effective under the Securities Act or such longer period during which the Holders registered thereunder shall also be applicable at pay all expenses reasonably incurred to keep such registration statement effective with respect to any of the sole cost Registrable Securities so registered and expense provided, further, that in the event the Commission -------- ------- shall have declared any other registration statement with respect to an offering of securities of the Company in to be effective within four months prior to the case of registrations under Section 11: i) Following Company's receiving a Request for Registration, the Company may delay the effective date of the registration statement filed in response to the Request for Registration until six months after the effective date of the previous registration statement; (b) prepare and file with the Commission such amendments and supplements to such registration statement, statement and the Company shall, upon the request prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with provisions of the HolderSecurities Act with respect to the disposition of all Registrable Securities covered by such registration statement whenever the Holders covered by such registration statement shall desire to dispose of the same; (c) furnish to the Holders for whom such Registrable Securities are registered or are to be registered such numbers of copies of a printed prospectus, forthwith supply such number of prospectuses meeting including a preliminary prospectus and any amendments or supplements thereto, in conformity with the requirements of the Securities Act Act, and such other documents as shall be requested by such Holders may reasonably request in order to facilitate the disposition of such Registrable Securities; (d) notify each Holder to permit it to make at any time when a public distribution of all of its Warrant Shares, provided that the Holder shall from time to time furnish the Company with such appropriate information (prospectus relating to the intentions Registrable Securities covered by such registration statement is required to be delivered under the Securities Act, of the Holder) Company's becoming aware that the prospectus in connection therewith such registration statement, as the Company shall request then in writing. ii) the Company shall bear the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losseseffect, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged includes an untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omits to state therein a any material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Company to which such Person may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Companyrequest of any Holder prepare and furnish to such Holder any reasonable number of copies of any supplement to or amendment of such prospectus necessary so that, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning as thereafter delivered to any purchaser of the Securities ActRegistrable Securities, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged such prospectus shall not include an untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission omit to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading; (e) register or qualify the Registrable Securities covered by such registration statement under such securities or blue sky laws of such jurisdictions as the Holders for whom such Registrable Securities are registered or are to be registered shall reasonably request, and do any and all other reasonable acts and things which may be necessary or advisable to enable such Holders to consummate the disposition in such jurisdictions of such Registrable Securities, provided that the Company shall not be required to do business or to -------- file a general consent to service of process in any such states or jurisdictions, and provided, further, that (notwithstanding any other provision -------- ------- of this Agreement with respect to the bearing of expenses) if any jurisdiction in which such person may become subject, or any violation or alleged violation the Registrable Securities shall be qualified shall require that expenses incurred in connection with the qualifications of the Registrable Securities in that jurisdiction be borne by the Holder to which Holders thereof and not by the Company, then such expenses shall be payable by the selling Holders pro rata, to --- ---- the extent required by such jurisdiction; (f) furnish to the Holders for whom such Registrable Securities are registered or are to be registered an agreement satisfactory in form and substance to them by the Company and each of its directorsofficers, each officer signing directors and holders of 5% or more of any class of capital stock, that during the related registration statement30 days before and the 180 days after the effective date of any underwritten public offering, the Company and such officers, directors and 5% security holders shall not offer, sell, contract to sell or otherwise dispose of any shares of capital stock or securities convertible into capital stock, except as part of such underwritten public offering and except that gifts may be made to relatives or their legal representatives upon the condition that the donees agree in writing to be bound by the restrictions contained in this clause (f) of Section 6.5; (g) in connection with any underwritten offering, furnish to the Holders for whom such Registrable Securities are registered or are to be registered at the closing of the sale of such Registrable Securities by such Holders a signed copy of (i) an opinion or opinions of counsel for the Company acceptable to such Holders in form and substance as is customarily given to underwriters in public offerings, and each person, if any, who controls (ii) a "cold comfort" letter from the Company within the meaning independent certified public accountants of the Securities ActCompany, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwisein form and substance as is customarily given by independent certified public accounts to underwriters in an underwritten public offering, to the extent that such losses"cold comfort" letters are then available to selling stockholders; (h) otherwise use its efforts to comply with all applicable rules and regulations of the Commission, claimsand, damages or liabilities if required, make available to its security holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first day of the Company's first calendar quarter after the effective date of the registration statement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (i) use its best efforts to cause all Registrable Securities covered by such registration statement to be listed on the principal securities exchange on which similar equity securities issued by the Company are caused then listed, if the listing of such Registrable Securities is then permitted under the rules of such exchange or, if similar equity securities are not listed, to use its best efforts to cause such Registrable Securities to be included on the Nasdaq National Market of The Nasdaq Stock Market, Inc.; (j) in connection with any underwritten offering, enter into an underwriting agreement with the underwriters of such offering in the form customary for such underwriters for similar offerings, including such representations and warranties by the Company, provisions regarding the delivery of opinions of counsel for the Company and accountants' letters, provisions regarding indemnification and contribution, and such other terms and conditions as are at the time customarily contained in such underwriter's underwriting agreements for similar offerings; and (k) permit any Holder who, in the sole judgment, exercised in good faith, of such untrue Holder, might be deemed to be a controlling person of the Company, to participate in the preparation of such registration statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information to require the insertion therein of material, furnished to the Company by in writing, that in the Holder expressly for use thereinjudgment of such Holder, as aforesaid, should be included.

Company's Obligations in Registration. The following If and whenever the Company is obligated, or required to use its best efforts, by the provision of this subsection 8(H), to effect the registration of any Legend Stock under the Securities Act, as expeditiously as possible the Company will: (a) prepare and file with the Securities and Exchange commission (herein, along with any other Federal Agency then administering the Securities Act, called the "Commission") a registration statement with respect to such Legend Stock and cause such registration statement to become and remain effective; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection thereafter as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Legend Stock covered by such registration statement whenever the holders for whom such Legend Stock are registered or are to be registered shall also desire to dispose of the same; (c) furnish to the holders of outstanding Legend Stock so registered or to be applicable registered such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holders may reasonably request in order to facilitate the disposition of such Legend Stock; (d) register or qualify the Legend Stock covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the holders of the Legend Stock so registered or to be registered shall reasonably request, and do any and all other acts and things which may be necessary or advisable to enable such holders to consummate the disposition in such jurisdictions of such Legend Stock; provided, however, that the Company shall not be obligated by reason thereof to qualify as a foreign corporation or file any general consent to service of process under the laws of any such jurisdiction or subject itself to taxation as doing business in any such jurisdiction; and (e) furnish to the holders of outstanding Legend Stock so registered or to be registered at the sole cost and expense time of the Company in the case disposition of registrations under Section 11: i) Following the effective date Legend Stock by such holders an opinion of such registration statement, counsel for the Company shall, upon to the request effect that a registration statement covering such Legend Stock has been filed with the commission under the Securities Act and has been made effective by order of the HolderCommission, forthwith supply such number of prospectuses that a prospectus meeting the requirements of the Securities Act as shall be requested is available for delivery, that no stop order has been issued by the Holder Commission suspending the effectiveness of such registration statement and that, to permit it to make the best of such counsel's knowledge, no proceedings for the issuance of such a public distribution of all of its Warrant Sharesstop order are threatened or contemplated, provided and that the Holder shall from time to time furnish the Company with such appropriate information (relating to the intentions applicable provisions of the Holder) securities or blue sky law of each state in connection therewith as which the Company shall request in writing. iibe required, pursuant to clause (4) the Company shall bear the entire cost and expense of the registration of securities provided for in this Section (but not the selling expenses of the Holder). iii) the Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleadingabove, to which register or qualify such person may become subjectLegend Stock, or any violation or alleged violation by the Company to which such Person may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, except to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by such person expressly for use therein; PROVIDED HOWEVER, that the Holder shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities (including reasonable fees and expenses of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus included therein required to be filed or furnished by reason of this Section, or otherwise or in any application or other filing under, the Securities Act or any other applicable Federal or state securities law, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein (i.e., in any such registration statement, prospectus, application or other filing) or necessary to make the statements therein not misleading, to which such person may become subject, or any violation or alleged violation by the Holder to which the Company, its directors, each officer signing the related registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act, may become subject, under the Securities Act, the Exchange Act, or other Federal or state laws or regulations, at common law or otherwise, to the extent that such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon and in strict conformity with written information furnished to the Company by the Holder expressly for use thereinhave been complied with.