Common use of Covenants of the Company With Respect to Registration Clause in Contracts

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable and shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 and 6.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Securities included in the registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writing, provided that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subject. (d) The Company shall indemnify the Holder(s) of the Warrant Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained in Section 7 of the Agency Agreement. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement pursuant to which the Agent has agreed to indemnify the Company. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, and shall permit each underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with the filing of any registration under Sections 6.2 or 6.3 hereofRegistration Document by the Company, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement the Registration Document on the date indicated in the notice delivered to the Warrant Holder and the holders of the Warrant Securities pursuant to Section 7.2 or as soon as reasonably practicable thereafter and shall use its best efforts to have any registration statement such Registration Document declared effective at the earliest possible practicable time. The Company will promptly notify each of the Warrant Holder and holder of Warrant Securities electing to include Warrant Securities in the Registration Document (collectively the “Selling Securities Holders”) and confirm in writing, (i) when such Registration Document becomes effective, (ii) when any post-effective amendment to such Registration Document becomes effective and (iii) of any request by the SEC for any amendment or supplement to such Registration Document or any prospectus relating thereto or for additional information. The Company shall furnish to each Selling Securities Holder desiring to sell Warrant Securities such number of prospectuses copies of such Registration Document (or prospectus contained therein) and of each such amendment and supplement thereto (in each case including each preliminary prospectus and summary prospectus) in conformity with the requirements of the Securities Act, and such other documents as shall the Selling Securities Holders may reasonably be requestedrequest in order to facilitate the disposition of the Warrant Securities included in the Registration Document. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding transfer taxes, if any, and fees and expenses of Holder(s)' ’ counsel and any underwriting the Holder’s pro-rata portion of the selling discount or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all registration statements Registration Documents filed pursuant to Section 6.2 and 6.3(a) Sections 7.2 hereof including, without limitation, the Company's ’s legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(s) will pay all costsIf the Company shall fail to comply with the provisions of Section 7.4(a), fees and expenses the Company shall, in connection with addition to any registration statement filed pursuant other equitable or other relief available to the second sentence of Section 6.3(c)Selling Securities Holders, be liable for any or all special and consequential damages sustained by the Selling Securities Holders. (c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Document and the prospectus used in connection therewith as may be reasonably necessary to keep such Registration Document effective for at least nine months (or such longer period as permitted by the Act), and to comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Document during such period in accordance with the intended methods of disposition by the Selling Securities Holders of the Warrant Securities set forth in such Registration Document. If at any time the SEC should institute or threaten to institute any proceedings for the purpose of issuing a stop order suspending the effectiveness of any such Registration Document, the Company shall promptly notify each Selling Securities Holder and will use all reasonable efforts to prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible. The Company will use its good faith reasonable efforts and take all reasonably necessary action which may be required in qualifying or registering the Warrant Securities included in the registration statement Registration Document for offering and sale under the securities or blue sky laws of such states as reasonably are requested required by the Holder(s) in writing, Selling Securities Holders; provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction, nor shall the officers, directors and five percent (5%) or greater shareholder be required to deposit in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service escrow and securities of process where it is not so subject or would subject the Company owned by them or subject such securities to any tax form of lockup arrangement in connection with such registration. The Company shall use its good faith reasonable efforts to cause the Warrant Securities covered by such Registration Document to be registered with or approved by such other governmental agencies or authorities of the United States or any jurisdiction where it is not then so subjectState thereof as may be reasonably necessary to enable the Selling Security Holders to consummate the disposition of the Warrant Securities included in the Registration Document. (d) The Company shall indemnify the Holder(s) of the Warrant Selling Securities to be sold pursuant to any registration statement Holders and each person, if any, who controls such Holders any Selling Securities Holder within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject to under the same extent and with Act, the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained in Section 7 of the Agency AgreementExchange Act or otherwise, arising from such registration statement. (e) The Holder(s) If requested by the Company prior to the filing of any Registration Document covering the Warrant Securities, each of the Warrant Selling Securities to be sold pursuant to a registration statement, Holders and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from written information furnished by or on behalf of such Holdersthe Selling Securities Holder, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement pursuant to which the Agent has agreed to indemnify the CompanyRegistration Document. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) Warrant Holder to exercise their the Warrants prior to the initial filing of any registration statement Registration Document or the effectiveness thereof. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with Notwithstanding the provisions of Section 7.2 of this Agreement, the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h) The Company shall furnish not be required to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 effect or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, cause the registration of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof7.2 hereof if, and in any event within fifteen (15) months thereafter, use 30 days after its reasonable efforts receipt of a request to make "generally available to its security holders" (include Warrant Securities within the meaning of Rule 158 under Registration Document (i) counsel for the Act) Company delivers an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and opinion to the managing underwriter copies of all correspondence between the Commission and the CompanySelling Securities Holder, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, and shall permit each underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance satisfactory to counsel to the CompanySelling Securities Holder, each to the effect that the entire number of Warrant Securities proposed to be sold by such Selling Securities Holder and such managing underwritersmay otherwise be sold, and shall contain such representations, warranties and covenants in the manner proposed by the Company and such other terms as are customarily contained in agreements of that type used by Selling Securities Holder, without registration under the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and mayAct, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) the SEC shall have not been resold issued a no-action position, in form and substance satisfactory to counsel for the Selling Securities Holder, to the public pursuant effect that the entire number of Warrant Securities proposed to a be sold by the Selling Securities Holder may be sold by it, in the manner proposed by the Selling Securities Holder, without registration statement filed with the Commission under the Securities Act.

Covenants of the Company With Respect to Registration. In connection with any registration registrations under Sections 6.2 or 6.3 7(b) and 7(c) hereof, the Company covenants and agrees as follows: (a1) The Company shall use its best efforts to file a registration statement within thirty (30) calendar days of receipt of any demand therefor pursuant to Section 7(b); provided, however, that the Company shall not be required to produce audited or unaudited financial statements for any period prior to the date such financial statements are required to be filed in a report on Form 10-KSB or Form 10-QSB, as soon as practicable and the case may be. The Company shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Underwriter's Securities such number of prospectuses as shall reasonably be requested. (b2) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)Holders' counsel and any underwriting discounts or selling commissions fees, expenses or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all any registration statements statement filed pursuant to Section 6.2 Sections 7(b) and 6.3(a7(c) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (c3) The Company will take all necessary action which may be required in qualifying use its best efforts to qualify or registering register the Warrant Underwriter's Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writingHolders, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d4) The Company shall indemnify the Holder(s) Holders of the Warrant Underwriter's Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement, but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent Underwriter contained in Section 7 8 of the Agency Underwriting Agreement. (e5) The Holder(s) Holders of the Warrant Underwriter's Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 8 of the Placement Agency Underwriting Agreement pursuant to which the Agent Underwriter has agreed to indemnify the Company. (f6) Nothing contained in this Agreement shall be construed as requiring the Holder(s) Holders to exercise their Warrants Underwriter's Warrant prior to the initial filing of any registration statement or the effectiveness thereof, provided that such Holders have made arrangements reasonably satisfactory to the Company to pay the exercise price from the proceeds of such offering. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h7) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriterUnderwriter for the offering, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of documents as such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securitiesUnderwriter may reasonably require. (i) 8) The Company shall, shall as soon as practicable after the effective date of a the registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereofstatement, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statement. (j9) The Company shall deliver promptly to each Holder participating in an the offering including requesting the correspondence described below and any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter Underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, statement and shall permit each underwriter Holder and Underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter Holder shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k10) With respect to a registration pursuant to Section 6.3 hereof, the The Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Underwriter's Securities requested to be included in such underwriting, provided provided, however that such managing underwriter(s) underwriter shall be satisfactory reasonably acceptable to the Company, except that in connection with an offering for which the Holders have piggyback rights, the Company and each Holder and such shall have the sole right to select the managing underwriter or underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Company, each Holder a Majority of such Holders (in respect of a registration under Section 7(b) only) and such managing underwritersunderwriter, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwritertype. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such HoldersUnderwriter's Securities. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) The In connection with any registration under Article 7.4 hereof, the Company shall use its best efforts to file a registration statement the Registration Statement as soon expeditiously as practicable and possible, but in any event no later than thirty (30) days following receipt of any demand therefore, shall use its best commercially reasonable efforts to have any registration statement such Registration Statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant of Registrable Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs costs, fees and expenses (excluding other than underwriting fees, discounts and nonaccountable expense allowance applicable to the Registrable Securities and fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges retained by the Holders of any broker-dealer acting on behalf of Holder(s)), fees and expenses Registrable Securities) in connection with all registration statements Registration Statements filed pursuant to Section 6.2 Articles 7.3 and 6.3(a7.4(a) hereof including, without limitation, the Company's ’s legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holders(s) will pay all costs, expenses and any fees and expenses in connection with any registration statement filed pursuant due to the second sentence FINRA related to such registration or sale of Section 6.3(c)any of the Registrable Securities. (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Registrable Securities included in the registration statement Registration Statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) Holders of such securities and for obtaining the clearance of FINRA member firms to participate in writingthe distribution of such Registrable Securities; provided, provided however, that the Company shall not be obligated required in connection therewith to qualify to do business or file a general consent to service of process in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service if the Board of process where it is not so subject or would subject Directors of the Company determines in good faith that the same would be materially detrimental to any tax in any jurisdiction where it is not then so subjectthe Company. (d) The Company shall indemnify the Holder(s) any Holder of the Warrant Registrable Securities to be sold pursuant to any registration statement Registration Statement and any underwriter or person deemed to be an underwriter under the Act and each person, if any, who controls such Holders Holder or underwriter or person deemed to be an underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such Registration Statement to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriter as set forth in Section 6 of the Underwriting Agreement and to provide for just and equitable contribution as set forth in Section 6 of the Underwriting Agreement. (e) Any Holder of Registrable Securities to be sold pursuant to a Registration Statement, and such Holder’s successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained in Section 7 of the Agency Agreement. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such HoldersHolder, or their such Holder’s successors or assigns, for specific inclusion in such a registration statement Registration Statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement provisions pursuant to which the Agent Underwriter has agreed to indemnify the CompanyCompany as set forth in Section 6 of the Underwriting Agreement and to provide for just and equitable contribution as set forth in Section 6 of the Underwriting Agreement. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) any Holder to exercise their the Warrants held by such Holder prior to the initial filing of any registration Registration statement or the effectiveness thereof. (g) The If the Company shall prepare and file with the SEC such amendments and post-effective amendments fail to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of this Article 7, the Securities Act with respect Company shall, in addition to any other equitable or other relief available to the disposition Holders of Registrable Securities, be liable for any or all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution incidental, special and consequential damages sustained by the sellers thereof as set forth in such Holders of Registrable Securities requesting registration statement or supplement to the prospectusof their Registrable Securities. (h) The In connection with any offering involving an underwriting of shares of the Company’s Common Stock pursuant to Article 7.3, the Company shall furnish not be required to each Holder participating include any of the Registrable Securities in an such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters. If the total number of securities to be included in such offering, including the Registrable Securities requested by Holders to be included therein, exceeds the amount of securities that the underwriters determine in their reasonable discretion is compatible with the success of the offering (the “Maximum Number of Securities”), then the Company shall be required to include in the offering only that number of such securities, including Warrant Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In the event that the underwriters determine that the Maximum Number of Securities pursuant is less than the number of securities to Sections 6.2 be offered by the Company plus all of the other Registrable Securities requested to be registered by Holders or 6.3 hereofother security holders with similar registration rights, and to each underwriter, if any, a signed counterpart, addressed to then the securities that are included in such Holder or underwriter, of offering shall be allocated in the following manner: (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVERCompany and, if such registration includes an underwritten public offeringthere is a balance remaining, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated to the effective date Holders, provided that if the balance remaining is not sufficient to include in the offering all of the Registrable Securities requested to be registered by the Holders, the number of Registrable Securities to be included for any holder shall be determined pro rata based on the proportionate number of Registrable Securities then held (regardless of whether or not such registration statement (any such Holder has requested that all such Registrable Securities be included), and, if such there is a balance remaining, (iii) to any other shareholders holding similar registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, rights as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securitiesselling security holders. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall promptly deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or its auditors and all memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement to each Holder of Registrable Securities included for registration statementin such Registration Statement pursuant to Article 7.3 hereof or Article 7.4 hereof and to the managing underwriter, if any, of the offering in connection with which such Holder’s Registrable Securities are being registered and shall permit each Holder of Registrable Securities and such underwriter to do such reasonable investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD")FINRA. Such investigation shall include access to books, records and properties properties, and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder of Registrable Securities or underwriter shall reasonably request as it deems necessary request; provided, that the Company may require each such Holder or underwriter to comply enter into reasonable confidentiality and non-disclosure agreements with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily information contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of derived from such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distributioninvestigations. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement cause the Registration Statement to become effective with the SEC as soon promptly as practicable possible and in no event more than 120 days after the date of this Agreement. If any stop order shall be issued by the SEC in connection therewith, the Company shall use its best efforts to have obtain promptly the removal of such order. Following the effective date of the Registration Statement, the Company shall, upon the request of any registration statement declared effective at Holder, forthwith supply such reasonable number of copies of the earliest possible timeRegistration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and shall furnish each Holder desiring any other documents necessary or incidental to sell Warrant Securities such number the public offering of prospectuses the Registrable Securities, as shall be reasonably be requestedrequested by the Holder to permit the Holder to make a public distribution of the Holder's Registrable Securities. The obligations of the Company hereunder with respect to the Holder's Registrable Securities are subject to the Holder's furnishing to the Company such appropriate information concerning the Holder, the Holder's Registrable Securities and the terms of the Holder's offering of such Registrable Securities as the Company may reasonably request in writing. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s))costs, fees and expenses in connection with all registration statements the Registration Statement filed pursuant to Section 6.2 and 6.3(a) 2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holders(s) will pay all costs; provided, however, that each Holder shall be solely responsible for the fees and expenses of any counsel retained by the Holder in connection with such registration and any registration statement filed pursuant transfer taxes or underwriting discounts, commissions or fees applicable to the second sentence of Section 6.3(c)Registrable Securities sold by the Holder pursuant thereto. (c) The Company will take all necessary action actions which may be required in qualifying to qualify or registering register the Warrant Registrable Securities included in the registration statement Registration Statement for offering the offer and sale under the securities or blue sky laws of such states as are reasonably are requested by the Holder(s) in writingeach Holder of such securities, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subject. (d) The Company shall indemnify the Holder(s) of the Warrant Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained in Section 7 of the Agency Agreement. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement pursuant to which the Agent has agreed to indemnify the Company. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing laws of any registration statement or the effectiveness thereofsuch jurisdiction. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, and shall permit each underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 Section 8.1 hereof, the Company covenants and agrees as follows: (a) The Company shall use its best efforts In connection with the Company's intention to file a registration statement as soon as practicable and statement, the Company shall use its best efforts to have any registration statement declared effective at the earliest possible time, time and shall furnish each Holder desiring to sell Warrant Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s))costs, fees and expenses in connection with all registration statements filed pursuant to Section 6.2 Sections 8.1 hereof (excluding fees and 6.3(aexpenses of the Holder's and Holders' counsel and accountants and any underwriting or selling commissions) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writing), provided that provided, that, the Company shall not be obligated to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that which would subject it to general service of process where it is not so subject or would subject the Company to any tax taxation in any jurisdiction where it is not then so subject. (d) The Company shall indemnify furnish without charge to each Holder of Warrant Securities, promptly after filing thereof with the Holder(s) Commission, at least one copy of the Warrant Securities to be sold registration statement filed pursuant to any registration statement Section 8.1 (a "Registration Statement") and each person, if any, who controls such Holders within amendment thereto or each amendment or supplement to the meaning of Section 15 of prospectus included therein (the Act or Section 20(a"Prospectus") of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred financial statements and schedules, documents incorporated by reference therein and if the Holder so requests in investigatingwriting, preparing or defending against any claim whatsoever) to which any of them may become subject to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained in Section 7 of the Agency Agreementall exhibits thereto. (e) The Holder(sCompany shall take such action as may be reasonably necessary so that (i) the Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplement or amendment thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) the Registration Statement and any amendment thereto (in either case, other than with respect to written information furnished to the Company by or on behalf of any Holder specifically for inclusion therein) does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make any statement therein not misleading and (iii) the Prospectus and any supplement thereto (in either case, other than with respect to such information from Holders), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (f) The Company shall promptly advise the Holders of Warrant Securities registered under the Registration Statement (which advice pursuant to clauses (ii) - (iv) shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) and, if requested by such persons, shall confirm such advice in writing: (i) when the Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension by any state securities commission of the qualification of the Warrant Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and (iv) of the happening of any event that requires the making of any changes in the Prospectus so that, as of such date, the Prospectus does not contain an untrue statement of a material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (g) If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Warrant Securities under state securities or Blue Sky laws, the Company shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (h) The Company shall, during the period the Company is obligated to maintain the effectiveness of a Registration Statement under Section 8.2 hereof, deliver to each Holder of Warrant Securities included under the Registration Statement, without charge, such reasonable number of copies of the Prospectus (including each preliminary prospectus) included in the Registration Statement and any amendment or supplement thereto as such Holder may reasonably request to facilitate the public sale or other disposition of the Warrant Securities by the selling Holder. (i) The Company shall cooperate with the Holders and the Holder(s), if any, to facilitate the timely preparation and delivery of certificates representing Warrant Securities to be sold pursuant to a registration statementunder the Registration Statement, free of any restrictive legends and their successors in such denominations and assigns, shall severally, and not jointly, indemnify registered in such names as the Company, its officers and directors and each personHolders or the Holder(s), if any, who controls may reasonably request in connection with the Company within the meaning sales of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement Warrant Securities pursuant to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement pursuant to which the Agent has agreed to indemnify the CompanyRegistration Statement. (fj) Upon the occurrence of any event contemplated by Section 8.2(f)(ii) - (f)(iv) hereof or any request by the Commission for any amendments to the Registration Statement or for additional information relating thereto or the happening of any event that requires the making of any changes in the Registration Statement, the Company shall file (and use its reasonable best efforts to have declared effective as soon as possible) a post-effective amendment to the Registration Statement or an amendment or supplement to the Prospectus or file any other required document so that, as thereafter delivered to the purchasers of Warrant Securities registered under the Registration Statement, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading. Each Holder of Warrant Securities registered under the Registration Statement agrees by acquisition of such Warrant Securities that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 8.2(f)(ii) - (f)(iv) hereof, such Holder will forthwith discontinue disposition of Warrant Securities pursuant to the Registration Statement until such Holder receives copies of the supplemented or amended Prospectus contemplated by this Section 8.2(j), or until such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and such Holder has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Warrant Securities current at the time of receipt of such notice. (k) Nothing contained in this Agreement shall be construed as requiring the Holder(s) Holders to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (hl) The Company shall furnish to each Holder participating in an the offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriterHolder, if any, a signed counterpart, addressed to such Holder or underwriterHolder, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement Registration Statement (PROVIDED, HOWEVERand, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective dateagreement), and (ii) if and to the extent permitted by Statement of Auditing Standards No. 72, a "cold comfort" letter dated the effective date of such registration statement Registration Statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statementRegistration Statement, in each case covering substantially the same matters with respect to such registration statement Registration Statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters Holders in underwritten public offerings of securities. (im) The Company shall, shall as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereofthe Registration Statement, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 of the General Rules and Regulations under the Securities Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Securities Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statementRegistration Statement. (jn) The Company shall deliver promptly to each Holder participating in an the offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests upon request, and to the managing underwriter Holders, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors accountants and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, Registration Statement and shall permit each underwriter Holder and such Holders to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditorsaccountants, all to such reasonable extent and at such reasonable times and as often as any such underwriter Holder or Holder shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (ko) With respect In addition to a registration pursuant to Section 6.3 hereofWarrant Securities, upon the written request therefor by any Holders, the Company shall enter into an underwriting agreement with include in the managing underwriter selected for such underwriting by Holders holding a Majority Registration Statement any other securities of the Warrant Securities requested to be included in Company held by such underwritingHolders as of the date of filing of such Registration Statement, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Companyincluding, each Holder and such managing underwriterswithout limitation, restricted shares of Common Stock, options, warrants or securities convertible into shares of Common Stock and shall contain such representations, warranties and covenants not be requested by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters provide indemnification except as they may relate to such Holders and their intended methods of distributionprovided in Section 8.2(q) hereof. (lp) For purposes of this Agreement, wherever a specified percent of Holders is required to take action, such percentage shall be calculated: (i) assuming the term "Majority" in reference to the Holders immediate exercise of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) all of the outstanding Warrants for Common Stock and (ii) excluding the shares of Common Stock then issued or Warrant Securities issuable pursuant to Warrants that (ix) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent officer thereof or any of their respective affiliates, members of their family, family or persons acting as their nominees or in conjunction therewith or (iiy) have not been resold to the public pursuant to a registration statement Registration Statement filed with the Commission under the Securities Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 SECTION 7.1 or 6.3 7.2 hereof, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable and within thirty (30) days of receipt of any demand therefor, shall use its best efforts to have any registration statement statements declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 SECTIONS 7.1 and 6.3(a7.2(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(sHolder(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to SECTION 7.2(c). If the second sentence Company shall fail to comply with the provisions of Section 6.3(cSECTION 7.3(a), the Company shall, in addition to any other equitable or other relief available to the Holder(s), be liable for any or all incidental or special damages sustained by the Holder(s) requesting registration of their Warrant Securities. (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writing), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d) The Company shall indemnify the Holder(s) of the Warrant Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders Holder within the meaning of Section SECTION 15 of the Act or Section SECTION 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject to under the same extent and with Act, the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained in Section 7 of the Agency AgreementExchange Act or otherwise, arising from such registration statement. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section SECTION 15 of the Act or Section SECTION 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such HoldersHolder, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement pursuant to which the Agent has agreed to indemnify the Companystatement. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with not permit the SEC such amendments and post-effective amendments inclusion of any securities other than the Warrant Securities to the be included in any registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under SECTION 7.2 hereof, without the Securities Act; and comply with the provisions prior written consent of the Holder(s) of the Warrants and Warrant Securities Act with respect to the disposition representing a Majority of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectussecurities. (h) The Company shall furnish to each Holder participating in an the offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVERand, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective dateagreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, shall as soon as practicable after the effective date of a the registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereofstatement, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section SECTION 11(a) of the Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an the offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests requesting the correspondence and memoranda described below and to the managing underwriter underwriters, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, statement and shall permit each underwriter Holder and underwriters to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder or underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k) With respect to a registration pursuant to Section 6.3 hereof, the The Company shall enter into an underwriting agreement with the managing underwriter underwriters selected for such underwriting by Holders Holder(s) holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall which may be satisfactory to the Company and each Holder and such ___________. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders Holder(s) shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such HoldersHolder(s). Such Holders Holder(s) shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders Holder(s) and their intended methods of distribution. (l) In addition to the Warrant Securities, upon the written request therefor by any Holder(s), the Company shall include in the registration statement any other securities of the Company held by such Holder(s) as of the date of filing of such registration statement, including without limitation restricted shares of Common Stock, options, warrants or any other securities convertible into shares of Common Stock. (m) For purposes of this Agreement, the term "Majority" in reference to the Holders Holder(s) of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the then outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent)affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or and (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 Section 7.2 or 6.3 hereof7.3, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable within 45 days of receipt of any demand pursuant to Section 7.3, and shall use its best efforts to have any such registration statement declared effective at the earliest possible practicable time. The Company will promptly notify each seller of such Registrable Securities, and confirm such advice in writing, (i) when such registration statement becomes effective, (ii) when any post- effective amendment to such registration statement becomes effective, and (iii) of any request by the SEC for any amendment or supplement to such registration statement or any prospectus relating thereto or for additional information. The Company shall furnish to each Holder desiring to sell Warrant seller of such Registrable Securities such number of prospectuses copies of such registration statement and of each such amendment and supplement thereto (in each case including each preliminary prospectus and summary prospectus) in conformity with the requirements of the Act, and such other documents as shall such seller may reasonably be requestedrequest in order to facilitate the disposition of the Registrable Securities by such seller. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding transfer taxes, if any, and fees and reasonable expenses of Holder(s)' Holder's counsel and any underwriting or selling commissions or other charges (such costs of any broker-dealer acting on behalf of Holder(scounsel not to exceed $10,000)), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 Sections 7.2 and 6.3(a7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(s) will pay all costsIf the Company shall fail to comply with the provisions of Section 7.3(a), fees and expenses the Company shall, in connection with addition to any registration statement filed pursuant other equitable or other relief available to the second sentence Holder, be liable for any or all special and consequential damages sustained by the Holder requesting registration of Section 6.3(c)their Registrable Securities. (c) The Company shall prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be reasonably necessary to keep such registration statement effective for at least nine months, and to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers of Registrable Securities set forth in such registration statement. If at any time the SEC should institute or threaten to institute any proceedings for the purpose of issuing a stop order suspending the effectiveness of any such registration statement, the Company will promptly notify each seller of such Registrable Securities and will use all reasonable efforts to prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible. The Company will use its good faith reasonable efforts and take all reasonably necessary action which may be required in qualifying or registering the Warrant Registrable Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested required by the Holder(s) in writingseller of such Registrable Securities, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified such jurisdiction. The Company shall use its good faith reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities of the United States or any state thereof as may be reasonably necessary to take any action that would subject it enable the seller or sellers thereof to general service consummate the disposition of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch Registrable Securities. (d) The Company shall indemnify the Holder(s) Holder of the Warrant Registrable Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent Representative as contained in Section 7 of the Agency Underwriting Agreement. (e) The Holder(s) If requested by the Company prior to the filing of any registration statement covering the Registrable Securities, each of the Warrant Holders of the Registrable Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from written information furnished by or on behalf of such HoldersHolder, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 of the Placement Agency Underwriting Agreement pursuant to which the Agent has Representative have agreed to indemnify the Company, except that the maximum amount which may be recovered from each Holder pursuant to this paragraph or otherwise shall be limited to the amount of net proceeds received by the Holder from the sale of the Registrable Securities. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) Holders to exercise their Representative's Warrants or Underlying Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with not permit the SEC such amendments and post-effective amendments inclusion of any securities other than the Registrable Securities to the be included in any registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under Section 7.3 without the Securities Act; and comply with the provisions prior written consent of the Holders of the Registrable Securities Act with respect to the disposition representing a majority of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectussecurities. (h) The Company shall furnish to each Holder participating in an the offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVERand, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective dateUnderwriting Agreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreementUnderwriting Agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an the offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests requesting the correspondence and to memoranda described below and the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, statement and shall permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter Holder shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (kj) With respect to a registration statement filed pursuant to Section 6.3 hereof7.3, the Company Company, if requested, shall enter into an underwriting agreement Underwriting Agreement with the managing underwriter underwriter, reasonably satisfactory to the Company, selected for such underwriting by Holders holding a Majority majority of the Warrant Registrable Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such . Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall Holders, if required by the underwriter to be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and Registrable Securities, may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (lk) For purposes Notwithstanding the provisions of Section 7.2 or Section 7.3 of this Agreement, the term "Majority" in reference Company shall not be required to effect or cause the registration of Registrable Securities pursuant to Section 7.2 or Section 7.3 if and to the extent that, within 30 days after its receipt of a request to register such Registrable Securities (i) counsel for the Company delivers an opinion to the Holders requesting registration of Warrants or Warrant such Registrable Securities, shall mean in excess form and substance satisfactory to counsel to such Holder, to the effect that the entire number of fifty percent (50%) of Registrable Securities proposed to be sold by such Holders may otherwise be sold, in the outstanding Warrants or Warrant manner proposed by such Holder, without registration under the Securities that (i) are not held by the CompanyAct, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) the SEC shall have not been resold issued a no-action position, in form and substance reasonably satisfactory to counsel for the Holder requesting registration of such Registrable Securities, to the public pursuant effect that the entire number of Registrable Securities proposed to a be sold by such Holder may be sold by it, in the manner proposed by such Holder, without registration statement filed with the Commission under the Securities Act. (l) After completion of the Public Offering, the Company shall not, directly or indirectly, enter into any merger, business combination or consolidation in which (i) the Company shall not be the surviving corporation and (ii) the stockholders of the Company are to receive, in whole or in part, capital stock or other securities of the surviving corporation, unless the surviving corporation shall, prior to such merger, business combination or consolidation, agree in writing to assume the obligations of the Company under this Agreement, and for that purpose references hereunder to "Registrable Securities" shall be deemed to include the securities which the Holders would be entitled to receive in exchange for Registrable Securities under any such merger, business combination or consolidation, provided that to the extent such securities to be received are convertible into shares of Common Stock of the issuer thereof, then any such shares of Common Stock as are issued or issuable upon conversion of said convertible securities shall also be included within the definition of "Registrable Securities".

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 Section 7.2 or 6.3 7.3 hereof, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable and within thirty (30) days of receipt of any demand therefore, shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 Sections 7.2 and 6.3(a7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(sHolder(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to Section 7.3(d). If the second sentence Company shall fail to comply with the provisions of Section 6.3(c7.4(a), the Company shall, in addition to any other equitable or other relief available to the Holder(s), be liable for any or all incidental or special damages sustained by the Holder(s) requesting registration of their Warrant Securities, excluding consequential damages. (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writing), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d) The Company shall indemnify the Holder(s) of the Warrant Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent Underwriters contained in Section 7 of the Agency Underwriting Agreement. The Company further agree(s) that upon demand by an indemnified person, at any time or from time to time, it will promptly reimburse such indemnified person for any loss, claim, damage, liability, cost or expense actually and reasonably paid by the indemnified person as to which the Company has indemnified such person pursuant hereto. Notwithstanding the foregoing provisions of this Section 7.4(d) any such payment or reimbursement by the Company of fees, expenses or disbursements incurred by an indemnified person in any proceeding in which a final judgment by a court of competent jurisdiction (after all appeals or the expiration of time to appeal) is entered against the Company or such indemnified person as a direct result of the Holder(s) or such person's gross negligence or willful misfeasance will be promptly repaid to the Company. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 of the Placement Agency Underwriting Agreement pursuant to which the Agent has Underwriters have agreed to indemnify the Company. The Holder(s) further agree(s) that upon demand by an indemnified person, at any time or from time to time, they will promptly reimburse such indemnified person for any loss, claim, damage, liability, cost or expense actually and reasonably paid by the indemnified person as to which the Holder(s) have indemnified such person pursuant hereto. Notwithstanding the foregoing provisions of this Section 7.4(e) any such payment or reimbursement by the Holder(s) of fees, expenses or disbursements incurred by an indemnified person in any proceeding in which a final judgment by a court of competent jurisdiction (after all appeals or the expiration of time to appeal) is entered against the Company or such indemnified person as a direct result of the Company or such person's gross negligence or willful misfeasance will be promptly repaid to the Holder(s). (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with not permit the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by inclusion of any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, and shall permit each underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of other than the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.registration

Covenants of the Company With Respect to Registration. In connection with any registration registrations under Sections 6.2 or 6.3 7(b) and 7(c) hereof, the Company covenants and agrees as follows: (a1) The Company shall use its best efforts to file a registration statement within thirty (30) calendar days of receipt of any demand therefor pursuant to Section 7(b); provided, however, that the Company shall not be required to produce audited or unaudited financial statements for any period prior to the date such financial statements are required to be filed in a report on Form 10-KSB or Form 10-QSB, as soon as practicable and the case may be. The Company shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Underwriters' Securities such number of prospectuses as shall reasonably be requested. (b2) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)Holders' counsel and any underwriting discounts or selling commissions fees, expenses or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all any registration statements statement filed pursuant to Section 6.2 Sections 7(b) and 6.3(a7(c) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (c3) The Company will take all necessary action which may be required in qualifying use its best efforts to qualify or registering register the Warrant Underwriters' Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writingHolders, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d4) The Company shall indemnify the Holder(s) Holders of the Warrant Underwriters' Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement, but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent Underwriter contained in Section 7 8 of the Agency Underwriting Agreement. (e5) The Holder(s) Holders of the Warrant Underwriters' Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 8 of the Placement Agency Underwriting Agreement pursuant to which the Agent Underwriter has agreed to indemnify the Company. (f6) Nothing contained in this Agreement shall be construed as requiring the Holder(s) Holders to exercise their Warrants Underwriters' Warrant prior to the initial filing of any registration statement or the effectiveness thereof, provided that such Holders have made arrangements reasonably satisfactory to the Company to pay the exercise price from the proceeds of such offering. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h7) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriterUnderwriter for the offering, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of documents as such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securitiesUnderwriter may reasonably require. (i) 8) The Company shall, shall as soon as practicable after the effective date of a the registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereofstatement, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statement. (j9) The Company shall deliver promptly to each Holder participating in an the offering including requesting the correspondence described below and any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter Underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, statement and shall permit each underwriter Holder and Underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter Holder shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k10) With respect to a registration pursuant to Section 6.3 hereof, the The Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Underwriters' Securities requested to be included in such underwriting, provided provided, however that such managing underwriter(s) underwriter shall be satisfactory reasonably acceptable to the Company, except that in connection with an offering for which the Holders have piggyback rights, the Company and each Holder and such shall have the sole right to select the managing underwriter or underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Company, each Holder a Majority of such Holders (in respect of a registration under Section 7(b) only) and such managing underwritersunderwriter, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwritertype. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such HoldersUnderwriters' Securities. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 SECTION 7.2 or 6.3 7.3 hereof, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable and within forty five (45) days of receipt of any demand therefor, shall use its best efforts to have any registration statement statements declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 and 6.3(a) hereof SECTION 7.2 including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writing), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d) The Company shall indemnify the Holder(s) of the Warrant Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section SECTION 15 of the Act or Section SECTION 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify each of the Agent Underwriters contained in Section SECTION 7 of the Agency Underwriting Agreement. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section SECTION 15 of the Act or Section SECTION 20(a) of the Exchange Act, against all loss, claim, damage or damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section SECTION 7 of the Placement Agency Underwriting Agreement pursuant to which the Agent has Underwriters have agreed to indemnify the Company. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with not permit the SEC such amendments and post-effective amendments inclusion of any securities other than the Warrant Securities to the be included in any registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under SECTION 7.3 hereof, or permit any other registration statement to be or remain effective during the Securities Act; effectiveness of a registration statement filed pursuant to SECTION 7.3 hereof (other than (i) shelf registrations effective prior thereto and comply with (ii) registrations on Form S-4 or S-8), without the provisions prior written consent of the Holders of the Warrants and Warrant Securities Act with respect to the disposition representing a Majority of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectussecurities. (h) The Company shall furnish to each Holder participating in an the offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVERand, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement) relating to the due incorporation of the Company, the validity of the shares being issued, the due execution and delivery of the underwriting agreement and not the effective date), and (ii) if such registration includes an underwritten public offering, a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, and a letter dated the date of the closing under the underwriting agreement) agreement signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, shall as soon as practicable after the effective date of a the registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereofstatement, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section SECTION 11(a) of the Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an the offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests requesting the correspondence and memoranda described below and to the managing underwriter underwriters, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, statement and shall permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder or underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k) With respect to a registration pursuant to Section 6.3 hereof, the The Company shall enter into an underwriting agreement with the managing underwriter underwriters selected for such underwriting by Holders holding a Majority of the Warrant Securities requested pursuant to SECTION 7.3(a) to be included in such underwriting, provided that such managing underwriter(s) shall which may be satisfactory to the Company and each Holder and such Representative. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwritersunderwriter(s), and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriterunderwriter(s). The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities whether pursuant to SECTION 7.2 or SECTION 7.3(a) and may, at their option, require that any or all of the representations, warranties and covenants of the Company to or for the benefit of such underwriters underwriter(s) shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters underwriter(s) except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the then outstanding Warrants or Warrant Securities (assuming the exercise of all of the Warrants) that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent)affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or and (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) The In connection with any registration under Section 7.4 hereof, the Company shall use its best efforts to file a registration statement the Registration Statement as soon expeditiously as practicable and possible, but in any event no later than twenty (20) days following receipt of any demand therefor, shall use its best efforts to have any registration statement such Registration Statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant holder of Registrable Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs costs, fees and expenses (excluding other than underwriting fees, discounts and nonaccountable expense allowance applicable to the Registrable Securities and the fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges retained by the holders of any broker-dealer acting on behalf of Holder(s)), fees and expenses Registrable Securities) in connection with all registration statements Registration Statements filed pursuant to Section 6.2 Sections 7.3 and 6.3(a7.4(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Registrable Securities included in the registration statement Registration Statement for offering and sale under the securities or blue sky laws of such states as are reasonably are requested by the Holder(s) in writing, provided that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service holders of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch securities. (d) The Company shall indemnify the Holder(s) any holder of the Warrant Registrable Securities to be sold pursuant to any registration statement Registration Statement and any underwriter or person deemed to be an underwriter under the Act and each person, if any, who controls such Holders holder or underwriter or person deemed to be an underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such Registration Statement to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained Underwriter as set forth in Section 7 of the Agency Underwriting Agreement and to provide for just and equitable contribution as set forth in Section 8 of the Underwriting Agreement. (e) The Holder(s) Any holder of the Warrant Registrable Securities to be sold pursuant to a registration statementRegistration Statement, and their such holder's successors and assigns, shall severally, and not jointly, indemnify indemnify, the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holdersholder, or their such holder's successors or assigns, for specific inclusion in such a registration statement Registration Statement to the same extent and with the same effect as the provision contained provisions pursuant to which the Underwriter has agreed to indemnify the Company as set forth in Section 7 of the Placement Agency Underwriting Agreement pursuant and to which provide for just and equitable contribution as set forth in Section 8 of the Agent has agreed to indemnify the CompanyUnderwriting Agreement. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) any Holder to exercise their the Warrants held by such Holder prior to the initial filing of any registration statement Registration Statement or the effectiveness thereof. (g) The If the Company shall prepare and file with the SEC such amendments and post-effective amendments fail to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of this Article 7, the Securities Act with respect Company shall, in addition to any other equitable or other relief available to the disposition holders of Registrable Securities, be liable for any or all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution incidental, special and consequential damages sustained by the sellers thereof as set forth in such holders of Registrable Securities, requesting registration statement or supplement to the prospectusof their Registrable Securities. (h) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall promptly deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement to each holder of Registrable Securities included for such registration statementin such Registration Statement pursuant to Section 7.3 hereof or Section 7.4 hereof requesting such correspondence and memoranda and to the managing underwriter, if any, of the offering in connection with which such holder's Registrable Securities are being registered and shall permit each holder of Registrable Securities and such underwriter to do such reasonable investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such holder of Registrable Securities or underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) The In connection with any registration filed pursuant hereto, the Company shall use its best efforts to file cause the Registration Statement to become effective as promptly as possible. Following the effective date of a registration statement as soon as practicable and shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) aboveRegistration Statement, the Company shall pay all costs shall, upon the request of the Investor, forthwith supply such reasonable number of copies of the Registration Statement (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 and 6.3(a) hereof including, without limitation, the Company's legal exhibits and accounting feesschedules thereto), printing expensespreliminary prospectus and prospectus meeting the requirements of the Securities Act (including, blue sky fees without limitation, any and expensesall amendments or supplements thereto), and other documents necessary or incidental to the public offering of the Registrable Securities, as shall be reasonably requested by the Investor to permit the Investor to sell, distribute or otherwise dispose of the Investor’s Registrable Securities. The Holders(sobligations of the Company hereunder with respect to the Investor’s beneficially owned Registrable Securities are subject to the Investor’s furnishing to the Company such appropriate information concerning the Investor, the Investor’s Registrable Securities and the terms of the Investor’s offering of such Registrable Securities as the Company may reasonably request in writing. (b) will pay all costsThe Company shall provide the Investor, fees and expenses any underwriter participating in connection with any registration statement filed disposition pursuant to a Registration Statement, and any attorney, accountant or other agent retained by the second sentence Investor or underwriter (each, an “Inspector” and, collectively, the “Inspectors”), the opportunity to review and comment (including reviewing and commenting on relevant documents and agreements) in the preparation of Section 6.3(c)such Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto. (c) The Company will take all necessary action which may be required in qualifying or registering For a reasonable period prior to the Warrant Securities included in the registration statement for offering and sale under the securities or blue sky laws filing of such states as reasonably are requested by the Holder(s) in writingany Registration Statement pursuant to this Agreement, provided that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service make available for inspection at the Company’s offices and copying by the Inspectors such financial and other information and books and records, pertinent corporate documents and properties of process where it is not so subject or would subject the Company and its subsidiaries, and cause the officers, directors, employees, counsel and independent certified public accountants of the Company and its subsidiaries to respond to such inquiries, and to supply all such information reasonably requested by any tax such Inspector in connection with such Registration Statement, as shall be reasonably necessary, in the judgment of the respective counsel of the Investor and any jurisdiction where it is not then so subjectsuch underwriter, to conduct a reasonable investigation within the meaning of the Securities Act. (d) The Company shall indemnify promptly notify in writing the Holder(s) of Investor, the Warrant Securities to be sold pursuant to any registration statement and each personsales or placement agent, if any, who controls such Holders within therefor and the meaning of Section 15 managing underwriter of the Act securities being sold, (i) when such Registration Statement or Section 20(athe prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to any such Registration Statement or any post-effective amendment, when the same has become effective, (ii) when the Commission notifies the Company whether there will be a “review” of such Registration Statement, (iii) of any comments (oral or written) by the Exchange Act, against all loss, claim, damage, expense Commission and by the blue sky or liability securities commissioner or regulator of any state with respect thereto or (including all expenses reasonably incurred in investigating, preparing iv) of any request by the Commission for any amendments or defending against any claim whatsoever) supplements to which any of them may become subject to such Registration Statement or the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained in Section 7 of the Agency Agreementprospectus or for additional information. (e) The Holder(s) of Company shall promptly notify in writing the Warrant Securities to be sold pursuant to a registration statementInvestor, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each personsales or placement agent, if any, who controls therefor and the managing underwriter of the securities being sold pursuant to any Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon the happening of any event as a result of which, any prospectus included in such Registration Statement (or amendment or supplement thereto) contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and the Company within shall promptly prepare a supplement or amendment to such prospectus and file it with the meaning of Section 15 Commission promptly following notice of the Act occurrence of such event to the Investor, the sales or Section 20(a) placement agent and the managing underwriter so that after delivery of such prospectus, as so amended or supplemented, to the purchasers of such Registrable Securities, such prospectus, as so amended or supplemented, shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to circumstances under which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement pursuant to which the Agent has agreed to indemnify the Companywere made. (f) Nothing contained The Company shall promptly notify in this Agreement shall writing the Investor, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold of the issuance by the Commission of (i) any stop order issued or threatened to be construed as requiring issued by the Holder(sCommission or (ii) to exercise their Warrants prior any notification with respect to the initial filing suspension of the qualification or exemption from qualification of any registration statement of the Registrable Securities for sale in any jurisdiction or the effectiveness thereofinitiation or threatening of any proceeding for such purpose and the Company agrees to use its commercially reasonable efforts to (x) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of any such stop order and (y) obtain the withdrawal of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction at the earliest practicable date. (g) The Company shall prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments to the registration statement each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable time period required hereunder and, if applicable, file any Registration effective until all such Warrant Statements pursuant to Rule 462(b) (or any similar provision then in force) under the Securities are soldAct; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply with the provisions of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the disposition of all securities covered by such registration statement Registration Statement during the applicable such period in accordance with the intended method or methods of distribution disposition by the sellers thereof as set forth in such registration statement Registration Statement as so amended or supplement in such prospectus as so supplemented. If the Investor so requests, the Company shall request acceleration of effectiveness of the Registration Statement from the Commission and any post-effective amendments thereto, if any are filed. If the Company wishes to further amend the prospectusRegistration Statement prior to requesting acceleration, it shall have five (5) days to so amend prior to requesting acceleration. (h) The Company shall furnish to each Holder participating pay all costs, fees and expenses in an offering connection with all Registration Statements, pre-effective and post-effective amendments thereto, including Warrant Securities preliminary and final prospectuses contained therein and any amendments and supplements thereto filed and maintained pursuant to Sections 6.2 or 6.3 hereof2 and 3 hereof including, without limitation, the Company’s legal and accounting fees, printing expenses, and to each underwriterblue sky fees and expenses; provided, if anyhowever, a signed counterpartthat the Investor shall be solely responsible for the fees of any counsel retained by the Investor in connection with such registration and any transfer taxes or underwriting discounts, addressed to such Holder commissions or underwriter, of (i) an opinion of counsel fees applicable to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed Registrable Securities sold by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securitiesInvestor pursuant thereto. (i) The Company shall, as soon as practicable after will take all necessary action which may be required in qualifying or registering the effective date of Registrable Securities included in a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, Registration Statement for offering and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 sale under the Act) an earnings statement (which need securities or blue sky laws of such states as are reasonably requested by the Investors of such securities; provided, that the Company shall not be audited) complying with Section 11(a) obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the Act and covering a period laws of at least twelve (12) consecutive months beginning after the effective date of the registration statementany such jurisdiction. (j) The Company shall deliver promptly cooperate with the Investor to each Holder participating in an offering including any Warrant Securities facilitate the timely preparation and delivery of certificates representing the securities to be sold pursuant to Sections 6.2 or 6.3 hereof who so requests the Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Investor may request a reasonable period of time prior to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, and shall permit each underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules sales of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all securities pursuant to such reasonable extent and at such reasonable times and as often as any such underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesRegistration Statement. (k) With respect The Company agrees generally to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement cooperate with the managing underwriter selected for such underwriting by Holders holding a Majority Investors in effecting compliant resale of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Registrable Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent including comfort and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.other customary broker agreements and documentations and certificates

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) The If any stop order shall be issued by the SEC in connection therewith, the Company shall use its best commercially reasonable efforts to file a registration statement as soon as practicable obtain promptly the removal of such order. Following the effective date of the Registration Statement, the Company shall, upon the request of any Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and shall use its best efforts to have any registration statement declared effective at prospectus meeting the earliest possible timerequirements of the Securities Act, and shall furnish each Holder desiring any other documents necessary or incidental to sell Warrant Securities such number the public offering of prospectuses the Registrable Securities, as shall be reasonably be requestedrequested by the Holder to permit the Holder to make a public distribution of the Holder’s Registrable Securities. The obligations of the Company hereunder with respect to the Holder’s Registrable Securities are subject to the Holder’s furnishing to the Company such appropriate information concerning the Holder, the Holder’s Registrable Securities and the terms of the Holder’s offering of such Registrable Securities as the Company may reasonably request in writing. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 and 6.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement the Registration Statement filed pursuant to Section 2 hereof including, without limitation, the second sentence Company’s legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that each Holder shall be solely responsible for the fees of Section 6.3(c)any counsel retained by the Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Holder pursuant thereto. (c) The Company will take all necessary action actions which may be required in qualifying to qualify or registering register the Warrant Registrable Securities included in the registration statement Registration Statement for offering the offer and sale under the securities or blue sky laws of such states as are reasonably are requested by the Holder(s) in writingeach Holder of such securities, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subject. (d) The Company shall indemnify the Holder(s) of the Warrant Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained in Section 7 of the Agency Agreement. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement pursuant to which the Agent has agreed to indemnify the Company. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing laws of any registration statement or the effectiveness thereofsuch jurisdiction. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, and shall permit each underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 Section (h) or 6.3 (i) hereof, the Company covenants and agrees as follows: (ai) The Company shall use its best efforts to file a registration statement as soon as practicable and within sixty (60) days of receipt of any demand therefor, shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities such number of prospectuses as shall reasonably be requested. (bii) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 Sections (h), (i) and 6.3(a(j) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(s) will pay all costsIf the Company shall fail to comply with the provisions of Section (j)(i), fees and expenses the Company shall, in connection with addition to any registration statement filed pursuant other equitable or other relief available to the second sentence Holder(s), extend the Exercise Period by such number of Section 6.3(c)days as shall equal the delay caused by the Company's failure. (ciii) The Company will take all necessary action which may be required in qualifying or registering the Warrant Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as are reasonably are requested by the Holder(s) in writing), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (div) The Company shall indemnify the Holder(s) of the Warrant Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), from and against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent Underwriter contained in Section 7 of the Agency AgreementUnderwriting Agreement relating to the offering. (ev) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 of the Placement Agency Underwriting Agreement pursuant to which the Agent Underwriter has agreed to indemnify the Company. (fvi) Nothing contained in this Agreement shall be construed as requiring the The Holder(s) to may exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (gvii) The Company shall prepare and file with not permit the SEC such amendments and post-effective amendments inclusion of any securities other than the Warrant Securities to the be included in any registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under Section (i) hereof, or permit any other registration statement to be or remain effective during the Securities Act; and comply with the provisions effectiveness of a registration statement filed pursuant to Section (i) hereof, other than a secondary offering of equity securities of the Company, without the prior written consent of the Holders of the Warrants and Warrant Securities Act with respect to the disposition representing a Majority of such securities (assuming an exercise of all securities covered by such registration statement during the applicable period in accordance with Warrants underlying the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectusWarrants). (hviii) The Company shall furnish to each Holder participating in an the offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (ix) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVERand, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective dateagreement), and (iiy) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (iix) The Company shall, shall as soon as practicable after the effective date of a the registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereofstatement, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statement. (jx) The Company shall deliver promptly to each Holder participating in an the offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests requesting the correspondence and memoranda described below and to the managing underwriter underwriters, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, statement and shall permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD")) or an Exchange. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder or underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (kxi) With respect to a registration pursuant to Section 6.3 hereof, the The Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of underwriters, which may be the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such Underwriter. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter; provided however, that no Holder shall be required to make any representations, warranties or covenants or grant any indemnity to which it shall object in any such underwriting agreement. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (lxii) For purposes of this Agreement, the term "" Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the then outstanding Warrants or and Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent)affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) : The Company shall use its best efforts to file a registration statement cause the Registration Statement to become effective with the SEC as soon promptly as practicable possible and in no event more than 120 days after the date of this Agreement. If any stop order shall use its best efforts to have any registration statement declared effective at be issued by the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided SEC in Section 6.3(c) aboveconnection therewith, the Company shall use best efforts to obtain promptly the removal of such order. Following the effective date of the Registration Statement, the Company shall, upon the request of any Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and any other documents necessary or incidental to the public offering of the Registrable Securities, as shall be reasonably requested by the Holder to permit the Holder to make a public distribution of the Holder's Registrable Securities. The obligations of the Company hereunder with respect to the Holder's Registrable Securities are subject to the Holder's furnishing to the Company such appropriate information concerning the Holder, the Holder's Registrable Securities and the terms of the Holder's offering of such Registrable Securities as the Company may reasonably request in writing. The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s))costs, fees and expenses in connection with all registration statements the Registration Statement filed pursuant to Section 6.2 and 6.3(a) 2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holders(s) will pay all costs; provided, however, that each Holder shall be solely responsible for the fees and expenses of any counsel retained by the Holder in connection with such registration and any registration statement filed pursuant transfer taxes or underwriting discounts, commissions or fees applicable to the second sentence of Section 6.3(c). (c) Registrable Securities sold by the Holder pursuant thereto. The Company will take all necessary action actions which may be required in qualifying to qualify or registering register the Warrant Registrable Securities included in the registration statement Registration Statement for offering the offer and sale under the securities or blue sky laws of such states as are reasonably are requested by the Holder(s) in writingeach Holder of such securities, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subject. (d) The Company shall indemnify the Holder(s) of the Warrant Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained in Section 7 of the Agency Agreement. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement pursuant to which the Agent has agreed to indemnify the Company. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing laws of any registration statement or the effectiveness thereofsuch jurisdiction. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, and shall permit each underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereofSection 6.2, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable and shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 and 6.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (cb) The Company will take all necessary action which may be required in qualifying or registering the Warrant Securities Option Shares included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writing), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (dc) The Company shall indemnify the Holder(s) of the Warrant Securities Option Shares to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained in Section 7 of the Agency Agreement. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement pursuant to which the Agent has agreed to indemnify the Companystatement. (fd) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants the Options prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (he) The Company shall furnish to each Holder participating in an the offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriterunderwriters, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVERand, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective dateagreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes relates to an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (if) The Company shall, shall as soon as practicable after the effective date of a any registration statement relating to any Warrant Securities filed pursuant to this Section 6.2 or 6.3 hereof6, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statement. (jg) The Company Company's obligations under this Section shall deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to terminate on the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, and shall permit each underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules fifth anniversary of the National Association date hereof or, in respect of Securities Dealersany Holder, Inc. ("NASD"). Such investigation shall include access to books, records when the Option Shares and properties and opportunities to discuss the business other Shares held by such Holder represent less than 1% of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit shares of such underwriters shall also be made to class then issued and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distributionoutstanding. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration registrations under Sections 6.2 or 6.3 7(b) and 7(c) hereof, the Company covenants and agrees as follows: (a1) The Company shall use its best efforts to file a registration statement within thirty (30) calendar days of receipt of any demand therefor pursuant to Section 7(b); provided, however, that the Company shall not be required to produce audited or unaudited financial statements for any period prior to the date such financial statements are required to be filed in a report on Form 10-K or Form 10-Q (or Form 10-KSB or Form 10-QSB), as soon as practicable and the case may be. The Company shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Representative's Securities such number of prospectuses as shall reasonably be requested. (b2) Except The Company shall maintain the effectiveness of the registration statement for a period of time equal to the lesser of 9 months or until such time as provided in Section 6.3(call of the Warrant Shares have been sold pursuant to the registration statement. (3) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)Holders' counsel and any underwriting discounts or selling commissions fees, expenses or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all any registration statements statement filed pursuant to Section 6.2 Sections 7(b) and 6.3(a7(c) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (c4) The Company will take all necessary action which may be required in qualifying use its best efforts to qualify or registering register the Warrant Representative's Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writingHolders, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d5) The Company shall indemnify the Holder(s) Holders of the Warrant Representative's Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement, but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent Representative contained in Section 7 8 of the Agency Underwriting Agreement. (e6) The Holder(s) Holders of the Warrant Representative's Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 8 of the Placement Agency Underwriting Agreement pursuant to which the Agent Representative has agreed to indemnify the Company. (f7) Nothing contained in this Agreement shall be construed as requiring the Holder(s) Holders to exercise their Warrants Representative's Warrant prior to the initial filing of any registration statement or the effectiveness thereof, provided that such Holders have made arrangements reasonably satisfactory to the Company to pay the exercise price from the proceeds of such offering. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h) 8) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriterRepresentative for the offering, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of documents as such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securitiesRepresentative may reasonably require. (i9) The Company shall, shall as soon as practicable after the effective date of a the registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereofstatement, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statement. (j10) The Company shall deliver promptly to each Holder participating in an the offering including requesting the correspondence described below and any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter Representative copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, statement and shall permit each underwriter Holder and Representative to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter Holder shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k11) With respect to a registration pursuant to Section 6.3 hereof, the The Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Representative's Securities requested to be included in such underwriting, provided provided, however that such managing underwriter(s) underwriter shall be satisfactory reasonably acceptable to the Company, except that in connection with an offering for which the Holders have piggyback rights, the Company and each Holder and such shall have the sole right to select the managing underwriter or underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Company, each Holder a Majority of such Holders (in respect of a registration under Section 7(b) only) and such managing underwritersunderwriter, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwritertype. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such HoldersRepresentative's Securities. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration registrations under Sections 6.2 or 6.3 7(b) hereof, the Company covenants and agrees as follows: (a1) The Company shall use its best efforts to file a registration statement as soon as practicable and shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Lead Investor’s Securities such number of prospectuses as shall reasonably be requested. (b2) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' Holders’ counsel and any underwriting discounts or selling commissions fees, expenses or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all any registration statements statement filed pursuant to Section 6.2 Sections 7(b) and 6.3(a7(c) hereof including, without limitation, the Company's ’s legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (c3) The Company will take all necessary action which may be required in qualifying use its best efforts to qualify or registering register the Warrant Lead Investor’s Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writingHolders, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d4) The Company shall indemnify the Holder(s) Holders of the Warrant Lead Investor’s Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement, but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent Lead Investor contained in Section 7 8 of the Agency Underwriting Agreement. (e5) The Holder(s) Holders of the Warrant Lead Investor’s Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 8 of the Placement Agency Underwriting Agreement pursuant to which the Agent Lead Investor has agreed to indemnify the Company. (f6) Nothing contained in this Agreement shall be construed as requiring the Holder(s) Holders to exercise their Warrants Lead Investor’s Warrant prior to the initial filing of any registration statement or the effectiveness thereof, provided that such Holders have made arrangements reasonably satisfactory to the Company to pay the exercise price from the proceeds of such offering. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h7) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriterLead Investor for the offering, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of documents as such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securitiesLead Investor may reasonably require. (i) 8) The Company shall, shall as soon as practicable after the effective date of a the registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereofstatement, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "“generally available to its security holders" ” (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statement. (j9) The Company shall deliver promptly to each Holder participating in an the offering including requesting the correspondence described below and any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter Lead Investor copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, statement and shall permit each underwriter Holder and Lead Investor to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("“NASD"”). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter Holder shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 Section 7.2 or 6.3 7.3 hereof, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable and within thirty (30) days of receipt of any demand therefor, shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 Sections 7.2 and 6.3(a7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(sHolder(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to Section 7.3(d). If the second sentence Company shall fail to comply with the provisions of Section 6.3(c7.4(a), the Company shall, in addition to any other equitable or other relief available to the Holder(s), be liable for any or all incidental or special damages sustained by the Holder(s) requesting registration of their Warrant Securities, excluding consequential damages. (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writing), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d) The Company shall indemnify the Holder(s) of the Warrant Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent Underwriters contained in Section 7 of the Agency Underwriting Agreement. The Company further agree(s) that upon demand by an indemnified person, at any time or from time to time, it will promptly reimburse such indemnified person for any loss, claim, damage, liability, cost or expense actually and reasonably paid by the indemnified person as to which the Company has indemnified such person pursuant hereto. Notwithstanding the foregoing provisions of this Section 7.4(d) any such payment or reimbursement by the Company of fees, expenses or disbursements incurred by an indemnified person in any proceeding in which a final judgment by a court of competent jurisdiction (after all appeals or the expiration of time to appeal) is entered against the Company or such indemnified person as a direct result of the Holder(s) or such person's gross negligence or willful misfeasance will be promptly repaid to the Company. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 of the Placement Agency Underwriting Agreement pursuant to which the Agent has Underwriters have agreed to indemnify the Company. The Holder(s) further agree(s) that upon demand by an indemnified person, at any time or from time to time, they will promptly reimburse such indemnified person for any loss, claim, damage, liability, cost or expense actually and reasonably paid by the indemnified person as to which the Holder(s) have indemnified such person pursuant hereto. Notwithstanding the foregoing provisions of this Section 7.4(e) any such payment or reimbursement by the Holder(s) of fees, expenses or disbursements incurred by an indemnified person in any proceeding in which a final judgment by a court of competent jurisdiction (after all appeals or the expiration of time to appeal) is entered against the Company or such indemnified person as a direct result of the Company or such person's gross negligence or willful misfeasance will be promptly repaid to the Holder(s). (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with not permit the SEC such amendments and post-effective amendments inclusion of any securities other than the Warrant Securities to the be included in any registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under Section 7.3 hereof, or permit any other registration statement to be or remain effective during the Securities Act; and comply with effectiveness of a registration statement filed pursuant to Section 7.3 hereof, without the provisions prior written consent of the Holders of the Warrants and Warrant Securities Act with respect to representing a Majority of such securities (assuming the disposition exercise of all securities covered by such registration statement during of the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectusWarrants). (h) The Company shall furnish to each Holder participating in an the offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVERand, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective dateagreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, shall as soon as practicable after the effective date of a the registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereofstatement, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an the offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests requesting the correspondence and memoranda described below and to the managing underwriter underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, statement and shall permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder or underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k) With respect to a registration pursuant to Section 6.3 hereof, the The Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall which may be satisfactory to the Company and each Holder and such Representative. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwritersunderwriter, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all of the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) In addition to the Warrant Securities, upon the written request therefor by any Holder(s), the Company shall include in the registration statement any other securities of the Company held by such Holder(s) as of the date of filing of such registration statement, including without limitation, restricted shares of Common Stock, options, warrants or any other securities convertible into shares of Common Stock. (m) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, Securities shall mean in excess of fifty percent (50%) of the then outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent)affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or and (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any the registration under Sections 6.2 or 6.3 hereofin which the Registrable Securities are included, the Company covenants and agrees as follows: (aA) The Company shall use its best efforts to file a registration statement as soon as practicable and shall use its best commercially reasonable efforts to have any the registration statement declared effective at the earliest as soon as possible timeafter filing, and shall furnish each Holder desiring to sell Warrant of Registrable Securities such number of prospectuses as shall reasonably be requested. In addition, the Company shall file such amendments as may be required from time to time, in order to keep any registration statement filed under this Clause (a) effective as provided herein. The registration statement filed by the Company hereunder shall remain effective for the earlier of (i) 9 months or (ii) the date that the Registrable Securities may be sold without volume limitation under SEC Rule 144(k). (bB) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' ) counsel and any underwriting or selling commissions discounts or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all the registration statements statement filed pursuant to Section 6.2 and 6.3(a) hereof hereto including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (cC) The Company will take all necessary action which may be required in qualifying or registering the Warrant Registrable Securities included in the registration statement statement, for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writing), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (dD) The Company shall indemnify the Holder(s) each Holder of the Warrant Registrable Securities to be sold pursuant to any the registration statement and each person, if any, who controls such Holders Holder within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all reasonable expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement, except to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained in Section 7 of the Agency Agreementarising under paragraph (E) below. (eE) The Holder(s) Each Holder of the Warrant Registrable Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and any underwriter, and each person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or reasonable expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement pursuant to which the Agent has agreed to indemnify the Company. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, and shall permit each underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.claim

Covenants of the Company With Respect to Registration. In connection with any registration registrations under Sections 6.2 or 6.3 7(b) and 7(c) hereof, the Company covenants and agrees as follows: (a1) The Company shall use its best efforts to file a registration statement within thirty (30) calendar days of receipt of any demand therefor pursuant to Section 7(b); provided, however, that the Company shall not be required to produce audited or unaudited financial statements for any period prior to the date such financial statements are required to be filed in a report on Form 10-K or Form 10-Q, as soon as practicable and the case may be. The Company shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Representative's Securities such number of prospectuses as shall reasonably be requested. (b2) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)Holders' counsel and any underwriting discounts or selling commissions fees, expenses or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all any registration statements statement filed pursuant to Section 6.2 Sections 7(b) and 6.3(a7(c) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (c3) The Company will take all necessary action which may be required in qualifying use its best efforts to qualify or registering register the Warrant Representative's Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writingHolders, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d4) The Company shall indemnify the Holder(s) Holders of the Warrant Representative's Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement, but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent Representative contained in Section 7 8 of the Agency Underwriting Agreement. (e5) The Holder(s) Holders of the Warrant Representative's Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 8 of the Placement Agency Underwriting Agreement pursuant to which the Agent Representative has agreed to indemnify the Company. (f6) Nothing contained in this Agreement shall be construed as requiring the Holder(s) Holders to exercise their Warrants Representative's Warrant prior to the initial filing of any registration statement or the effectiveness thereof, provided that such Holders have made arrangements reasonably satisfactory to the Company to pay the exercise price from the proceeds of such offering. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h7) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriterRepresentative for the offering, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of documents as such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securitiesRepresentative may reasonably require. (i) 8) The Company shall, shall as soon as practicable after the effective date of a the registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereofstatement, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statement. (j9) The Company shall deliver promptly to each Holder participating in an the offering including requesting the correspondence described below and any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter Representative copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, statement and shall permit each underwriter Holder and Representative to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter Holder shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k10) With respect to a registration pursuant to Section 6.3 hereof, the The Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Representative's Securities requested to be included in such underwriting, provided provided, however that such managing underwriter(s) underwriter shall be satisfactory reasonably acceptable to the Company, except that in connection with an offering for which the Holders have piggyback rights, the Company and each Holder and such shall have the sole right to select the managing underwriter or underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Company, each Holder a Majority of such Holders (in respect of a registration under Section 7(b) only) and such managing underwritersunderwriter, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwritertype. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such HoldersRepresentative's Securities. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement cause the Registration Statement to become effective with the SEC as soon promptly as practicable possible and in no event more than 120 days after the date of this Agreement. If any stop order shall be issued by the SEC in connection therewith, the Company shall use its best efforts to have obtain promptly the removal of such order. Following the effective date of the Registration Statement, the Company shall, upon the request of any registration statement declared effective at Holder, forthwith supply such reasonable number of copies of the earliest possible timeRegistration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and shall furnish each Holder desiring any other documents necessary or incidental to sell Warrant Securities such number the public offering of prospectuses the Registrable Securities, as shall be reasonably be requestedrequested by the Holder to permit the Holder to make a public distribution of the Holder’s Registrable Securities. The obligations of the Company hereunder with respect to the Holder’s Registrable Securities are subject to the Holder’s furnishing to the Company such appropriate information concerning the Holder, the Holder’s Registrable Securities and the terms of the Holder’s offering of such Registrable Securities as the Company may reasonably request in writing. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 and 6.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement the Registration Statement filed pursuant to Section 2 hereof including, without limitation, the second sentence Company’s legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that each Holder shall be solely responsible for the fees of Section 6.3(c)any counsel retained by the Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Holder pursuant thereto. (c) The Company will take all necessary action actions which may be required in qualifying to qualify or registering register the Warrant Registrable Securities included in the registration statement Registration Statement for offering the offer and sale under the securities or blue sky laws of such states as are reasonably are requested by the Holder(s) in writingeach Holder of such securities, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subject. (d) The Company shall indemnify the Holder(s) of the Warrant Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained in Section 7 of the Agency Agreement. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement pursuant to which the Agent has agreed to indemnify the Company. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing laws of any registration statement or the effectiveness thereofsuch jurisdiction. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, and shall permit each underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 9.2 or 6.3 9.3 hereof, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable within ninety (90) days of receipt of any demand therefor, and shall use its best efforts to have any registration statement statements declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities Shares such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 Sections 9.2 and 6.3(a9.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(sHolder(s) will pay all costs, fees and expenses (including those of the Company) in connection with any the registration statement filed pursuant to the second sentence of Section 6.3(c9.3(c). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Securities Shares included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writing), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d) The Company shall indemnify the Holder(s) of the Warrant Securities Shares to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify each of the Agent Underwriters contained in Section 7 of the Agency Underwriting Agreement. (e) The Holder(s) of the Warrant Securities Shares to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 of the Placement Agency Underwriting Agreement pursuant to which the Agent has Underwriters have agreed to indemnify the Company. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants Representative's Warrant prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with not permit the SEC such amendments and post-effective amendments inclusion of any securities other than the Warrant Shares to the be included in any registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under Section 9.3 hereof, or permit any other registration statement to be or remain effective during the effectiveness of a registration statement filed pursuant to Section 9.3 hereof, without the prior written consent of National Securities Act; and comply with Corporation or as otherwise required by the provisions terms of any existing registration rights granted prior to the date of this Agreement by the Company to the holders of any of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectusCompany's securities. (h) The Company shall furnish to each Holder participating in an the offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVERand, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective dateagreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, shall as soon as practicable after the effective date of a the registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereofstatement, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, and shall permit each underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter underwriters selected for such underwriting by Holders holding a Majority of the Warrant Securities Shares requested to be included in such underwriting, provided that such managing underwriter(s) shall which may be satisfactory to the Company and each Holder and such Representative. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities Shares and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (lk) For purposes of this Agreement, the term "Majority" in reference to the Holders of Representative's Warrants or Warrant SecuritiesShares, shall mean in excess of fifty percent (50%) of the then outstanding Representative's Warrants or Warrant Securities Shares that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent)affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 Section 9.2 or 6.3 9.3 hereof, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable within ninety (90) days of receipt of any demand therefor, and shall use its best efforts to have any registration statement statements declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 Sections 9.2 and 6.3(a9.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(sHolder(s) will pay all costs, fees and expenses in connection with any the registration statement filed pursuant to the second sentence of Section 6.3(c9.3(c). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writing), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d) The Company shall indemnify the Holder(s) of the Warrant Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising from or relating to such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify each of the Agent underwriters contained in Section 7 the underwriting agreement entered into by the Company with such underwriters in connection with its initial public offering (the "Underwriting Agreement"), including provisions regarding notice of claims and the Agency Agreementright to defend claims by a party obligated under any indemnity agreement. (e) In order to provide for just and equitable contribution under the Act in any case in which (i) any holder of the Warrant Securities or controlling person thereof makes a claim for indemnification but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that the express provisions of Section 9.4(d) hereof provide for indemnification in such case or (ii) contribution under the Act may be required on the part of any holder of the Warrant Securities, or controlling person thereof, then the Company, any such holder of the Warrant Securities, or controlling person thereof shall contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (which shall, for all purposes of this Agreement, include, but not be limited to, all costs of defense and investigation and all attorneys fees), in either such case (after contribution from others) on the basis of relative fault as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or a holder of Warrant Securities, or controlling person thereof on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and such holders of such securities and such controlling persons agree that it would not be just and equitable if contribution pursuant to this Section 9.4(e) were determined by pro rata allocation or by any other method which does not take account of the equitable considerations referred to in this Section 9.4(e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 9.4(e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (with the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (f) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all any loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising to the extent that such law, claim, damage or liability (or proceeding with respect thereof) arises out of or is based on any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which the Warrant Securities were registered under the Act, in any preliminary prospectus or final prospectus contained therein or in any amendment or supplement thereto, or arises out of or is based on the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make such statements therein not misleading, which, in each case, has been made in or omitted from such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holders, or their successors or assigns, Holder for specific inclusion in such a registration statement statement, to the same extent and with the same effect as the provision indemnification provisions contained in Section 7 of the Placement Agency Underwriting Agreement pursuant to which the Agent has underwriters of the Company's initial public offering have agreed to indemnify the Company, including provisions regarding notice of claims and the right to defend claims by a party obligated under any indemnity agreement. (fg) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (gh) The Company shall prepare and file with not permit the SEC such amendments and post-effective amendments inclusion of any securities other than the Warrant Securities to the be included in any registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under Section 9.3 hereof, or permit any other registration statement (other than a registration statement on Form S-4 or S-8) to be or remain effective during a one hundred and eighty (180) day period following the Securities Act; and comply with effective date of a registration statement filed pursuant to Section 9.3 hereof, without the provisions prior written consent of the Holders of the Warrants and Warrant Securities Act with respect representing a Majority of such securities or as otherwise required by the terms of any existing registration rights granted prior to the disposition date of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution this Agreement by the sellers thereof as set forth in such registration statement or supplement Company to the prospectusholders of any of the Company's securities. (hi) The Company shall furnish to each Holder participating in an the offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriterunderwriter participating in such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVERand, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective dateagreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a "cold comfort" letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (ij) The Company shall, shall as soon as practicable after the effective date of a the registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereofstatement, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statement. (jk) The Company shall deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, and shall permit each underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter underwriter(s) selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such . Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwritersunderwriter(s), and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the then outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent)affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act or Rule 144 promulgated under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 Section 7.2 hereof, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable and shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the Company shall pay all costs (excluding transfer taxes, if any, and fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 and 6.3(a) SECTION 7.2 hereof including, without limitation, the Company's legal and accounting feesfees (including the costs and expenses of any special audit or other procedures), printing expenses, blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (cb) The Company will take all necessary action which may be required in qualifying or registering the Warrant Securities Common Stock included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writingprovided, provided however, that the Company number of states in which qualification or registration shall be required shall not exceed five (5) and in no event shall the Company be obligated required to effect such qualification or registration if such act would require the Company to qualify as a foreign corporation or to do business file a general consent to service of process in any jurisdiction where it is not then now so qualified or required to take file such a consent. (c) Upon any action that would subject it registration becoming effective pursuant to general service of process where it is not so subject or would subject this SECTION 7, the Company shall use its best efforts to: (i) keep such registration statement current for a period of ninety (90) days; (ii) prepare and file with the Commission such amendments and supplements to any tax such registration statement as may be necessary to comply with the provisions of the Act and the Regulations of the Commission with respect to the disposition of all securities covered by such registration statement; (iii) cause all the Common Stock registered pursuant to such registration statement to be listed on each exchange or automated quotation system on which the Common Stock is then listed; (iv) provide a transfer agent and registrar for all stock registered pursuant to such registration statement and CUSIP number for all such stock, in any jurisdiction where it is each case not then so subjectlater than the effective date of such registration; and (v) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission. (d) The Company shall indemnify and hold harmless the Holder(s) of the Warrant Securities Common Stock to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against and from all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject to under the same extent and with Act, the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained in Section 7 of the Agency AgreementExchange Act or otherwise, arising from such registration statement. (e) The Holder(s) Holders of the Warrant Securities Common Stock to be sold pursuant to a registration statement, and its or their successors and assigns, shall severally, indemnify and not jointly, indemnify hold harmless the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against and from all loss, claim, damage or damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, Holders or its or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement pursuant to which the Agent has agreed to indemnify the Companystatement. (f) Any person entitled to indemnification under this SECTION 7 will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. (g) Nothing contained in this Agreement shall be construed as requiring the Holder(s) Holder to exercise their his or its Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use at its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company expense shall deliver promptly to each Holder participating in an the offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to requesting the managing underwriter correspondence and memoranda described below copies of all documents proposed to be filed with the Commission, all correspondence between the Commission and the Company, its counsel or auditors auditors, and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, statement and shall permit each underwriter such Holder at its expense to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter Holder shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 9.2 or 6.3 9.3 hereof, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable within ninety (90) days of receipt of any demand therefor, and shall use its best efforts to have any registration statement statements declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities Shares such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions, and excluding roadshow expenses if the only shares to be registered in such registration statement are Warrant Shares), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 Sections 9.2 and 6.3(a9.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(sHolder(s) will pay all costs, fees and expenses (including those of the Company) in connection with any the registration statement filed pursuant to the second sentence of Section 6.3(c9.3(c). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Securities Shares included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writing), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d) The Company shall indemnify the Holder(s) of the Warrant Securities Shares to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify each of the Agent Underwriters contained in Section 7 of the Agency Underwriting Agreement. (e) The Holder(s) of the Warrant Securities Shares to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 of the Placement Agency Underwriting Agreement pursuant to which the Agent has Underwriters have agreed to indemnify the Company. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants Representative's Warrant prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with not permit the SEC such amendments and post-effective amendments inclusion of any securities other than the Warrant Shares to the be included in any registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under Section 9.3 hereof, or permit any other registration statement to be or remain effective during the effectiveness of a registration statement filed pursuant to Section 9.3 hereof (other than registration statements, filed prior to an exercise of registration rights by a Holder of Representative's Warrants and/or Warrant Shares pursuant to Section 9.2 hereof), without the prior written consent of National Securities Act; and comply with Corporation or as otherwise required by the provisions terms of any existing registration rights granted prior to the date of this Agreement by the Company to the holders of any of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectusCompany's securities. (h) The Company shall furnish to each Holder participating in an the offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVERand, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective dateagreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, shall as soon as practicable after the effective date of a the registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereofstatement, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, and shall permit each underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter underwriters (in the case of registration rights exercised pursuant to Section 9.3 hereof), selected for such underwriting by Holders holding a Majority of the Warrant Securities Shares requested to be included in such underwriting, provided that such managing underwriter(s) shall which may be satisfactory to the Company and each Holder and such Representative. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities Shares and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (lk) For purposes of this Agreement, the term "Majority" in reference to the Holders of Representative's Warrants or Warrant SecuritiesShares, shall mean in excess of fifty percent (50%) of the then outstanding Representative's Warrants or Warrant Securities Shares that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent)affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 Section (h) or 6.3 (i) hereof, the Company covenants and agrees as follows: (ai) The Company shall use its best efforts to file a registration statement as soon as practicable and within sixty (60) days of receipt of any demand therefor, shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities Shares such number of prospectuses as shall reasonably be requested. (bii) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 Sections (h), (i) and 6.3(a(o) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(s) will pay all costsIf the Company shall fail to comply with the provisions of Section (j)(i), fees and expenses the Company shall, in connection with addition to any registration statement filed pursuant other equitable or other relief available to the second sentence Holder(s), extend the Exercise Period by such number of Section 6.3(c)days as shall equal the delay caused by the Company's failure. (ciii) The Company will take all necessary action which may be required in qualifying or registering the Warrant Securities Shares included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writing), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (div) The Company shall indemnify the Holder(s) of the Warrant Securities Shares to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), from and against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent Underwriter contained in Section 7 of the Agency Underwriting Agreement. (ev) The Holder(s) of the Warrant Securities Shares to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 of the Placement Agency Underwriting Agreement pursuant to which the Agent Underwriter has agreed to indemnify the Company. (fvi) Nothing contained in this Agreement shall be construed as requiring the The Holder(s) to shall exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (gvii) The Company shall prepare and file with not permit the SEC such amendments and post-effective amendments inclusion of any securities other than the Warrant Shares to the be included in any registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under Section (i) hereof, or permit any other registration statement to be or remain effective during the Securities Act; and comply with effectiveness of a registration statement filed pursuant to Section (i) hereof, other than a secondary offering of equity securities by the provisions Company, without the prior written consent of the Securities Act with respect to Holders of the disposition Warrants and Warrant Shares representing a Majority (as herein defined) of such securities (assuming an exercise of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectusWarrants). (hviii) The Company shall furnish to each Holder participating in an the offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriterUnderwriter, if any, a signed counterpart, addressed to such Holder or underwriterUnderwriter, of (ix) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVERand, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective dateagreement), and (iiy) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters Underwriters in underwritten public offerings of securities. (iix) The Company shall, shall as soon as practicable after the effective date of a the registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereofstatement, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statement. (jx) The Company shall deliver promptly to each Holder participating in an the offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests requesting the correspondence and memoranda described below and to the managing underwriter underwriters, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, statement and shall permit each underwriter Holder and Underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter Holder or Underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (kxi) With respect to a registration pursuant to Section 6.3 hereof, the The Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of underwriters, which may be the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such Underwriter. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter; provided however, that no Holder shall be required to make any representations, warranties or covenants or grant any indemnity to which it shall object in any such underwriting agreement. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters Underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters Underwriters except as they may relate to such Holders and their intended methods of distribution. (lxii) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant SecuritiesStock, shall mean in excess of fifty percent (50%) of the then outstanding Warrants or Warrant Securities Shares that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent)affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) The In connection with any registration under Section 6.4 hereof, the Company shall use its best efforts to file a registration statement the Registration Statement as soon expeditiously as practicable and possible, but in any event no later than thirty (30) days following receipt of any demand therefor, shall use its best efforts to have any registration statement such Registration Statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant of Registrable Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs costs, fees and expenses (excluding other than underwriting fees, discounts and nonaccountable expense allowance applicable to the Registrable Securities and fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges retained by the Holders of any broker-dealer acting on behalf of Holder(s)), fees and expenses Registrable Securities) in connection with all registration statements Registration Statements filed pursuant to Section 6.2 Sections 6.3 and 6.3(a6.4(a) hereof including, without limitation, the Company's ’s legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holders(s) will pay all costs, expenses and any fees and expenses in connection with any registration statement filed pursuant due to the second sentence National Association of Section 6.3(c)Securities Dealers, Inc (“NASD”) related to such registration or sale of any of the Registrable Securities. (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Registrable Securities included in the registration statement Registration Statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) Holders of such securities and for obtaining the clearance of NASD member firms to participate in writing, provided that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service distribution of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch Registrable Securities. (d) The Company shall indemnify the Holder(s) any Holder of the Warrant Registrable Securities to be sold pursuant to any registration statement Registration Statement and any underwriter or person deemed to be an underwriter under the Act and each person, if any, who controls such Holders Holder or underwriter or person deemed to be an underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriter as set forth in Section 9 of the Underwriting Agreement and to provide for just and equitable contribution as set forth in Section 10 of the Underwriting Agreement. (e) Any Holder of Registrable Securities to be sold pursuant to a registration statement, and such Holder’s successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained in Section 7 of the Agency Agreement. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such HoldersHolder, or their such Holder’s successors or assigns, for specific inclusion in such a registration statement Registration Statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement provisions pursuant to which the Agent Underwriter has agreed to indemnify the CompanyCompany as set forth in Section 9 of the Underwriting Agreement and to provide for just and equitable contribution as set forth in Section 10 of the Underwriting Agreement. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) any Holder to exercise their the Warrants held by such Holder prior to the initial filing of any registration statement or the effectiveness thereof. (g) The If the Company shall prepare and file with the SEC such amendments and post-effective amendments fail to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of this Article 7, the Securities Act with respect Company shall, in addition to any other equitable or other relief available to the disposition Holders of Registrable Securities, be liable for any or all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution incidental, special and consequential damages sustained by the sellers thereof as set forth in such Holders of Registrable Securities requesting registration statement or supplement to the prospectusof their Registrable Securities. (h) The In connection with any offering involving an underwriting of shares of the Company’s Common Stock pursuant to Section 6.3, the Company shall furnish not be required to each Holder participating include any of the Registrable Securities in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereofsuch underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total number of securities to each underwriterbe included in such offering, including the Registrable Securities requested by Holders to be included therein, exceeds the amount of securities that the underwriters determine in their reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In the event that the underwriters determine that less than all of the securities proposed to be included in such offering (including the Registrable Securities requested to be registered) can be so included, then the securities that are included in such offering shall be allocated in the following manner: (i) to the Company and, if anythere is a balance remaining, a signed counterpart(ii) to the Holders and the other stockholders holding rights as selling security holders, addressed but excluding any stockholder who is an officer or director of the Company, provided that if the balance remaining is not sufficient to include in the offering all of the Registrable Securities and other securities requested to be registered by the Holders and such other stockholders, the number of Registrable Securities and other securities to be included for any such holder shall be determined pro rata based on the proportionate number of Registrable Securities and other securities then held (regardless of whether or not any such Holder or underwriter, other stockholder has requested that all such Registrable Securities or other securities be included). If there is a balance remaining after all of (i) an opinion of counsel the Registrable Securities and other securities requested to be registered by the Company, dated the effective date of Holders and such registration statement (PROVIDEDother stockholders, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date then securities of the closing under the underwriting agreement Company held by officers and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date directors of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements Company may be included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securitiesoffering. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall promptly deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or its auditors and all memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement to each Holder of Registrable Securities included for registration statementin such Registration Statement pursuant to Section 6.3 hereof or Section 6.4 hereof requesting such correspondence and to the managing underwriter, if any, of the offering in connection with which such Holder’s Registrable Securities are being registered and shall permit each Holder of Registrable Securities and such underwriter to do such reasonable investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities necessary or helpful to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder of Registrable Securities or underwriter shall reasonably request as it deems necessary request; provided, that the Company may require each such Holder or underwriter to comply enter into reasonable confidentiality and non-disclosure agreements with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily information contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of derived from such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distributioninvestigations. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 9.2 or 6.3 9.3 hereof, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable within ninety (90) days of receipt of any demand therefor, and shall use its best efforts to have any registration statement statements declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities Shares such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions, and excluding roadshow expenses if the only shares to be registered in such Registration Statement are Warrant Shares), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 Sections 9.2 and 6.3(a9.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(sHolder(s) will pay all costs, fees and expenses (including those of the Company) in connection with any the registration statement filed pursuant to the second sentence of Section 6.3(c9.3(c). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Securities Shares included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writing), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d) The Company shall indemnify the Holder(s) of the Warrant Securities Shares to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify each of the Agent Underwriters contained in Section 7 of the Agency Underwriting Agreement. (e) The Holder(s) of the Warrant Securities Shares to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 of the Placement Agency Underwriting Agreement pursuant to which the Agent has Underwriters have agreed to indemnify the Company. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants Representative's Warrant prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with not permit the SEC such amendments and post-effective amendments inclusion of any securities other than the Warrant Shares to the be included in any registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under Section 9.3 hereof, or permit any other registration statement to be or remain effective during the effectiveness of a registration statement filed pursuant to Section 9.3 hereof (other than registration statements filed prior to an exercise of registration rights by a Holder of Representatives Warrants and/or Warrant Shares pursuant to Section 9.2 hereof), without the prior written consent of National Securities Act; and comply with Corporation or as otherwise required by the provisions terms of any existing registration rights granted prior to the date of this Agreement by the Company to the holders of any of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectusCompany's securities. (h) The Company shall furnish to each Holder participating in an the offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVERand, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective dateagreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, shall as soon as practicable after the effective date of a the registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereofstatement, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, and shall permit each underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter underwriters (in the case of registration rights exercised pursuant to Section 9.3 hereof, selected for such underwriting by Holders holding a Majority of the Warrant Securities Shares requested to be included in such underwriting, provided that such managing underwriter(s) shall which may be satisfactory to the Company and each Holder and such Representative). Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities Shares and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (lk) For purposes of this Agreement, the term "Majority" in reference to the Holders of Representative's Warrants or Warrant SecuritiesShares, shall mean in excess of fifty percent (50%) of the then outstanding Representative's Warrants or Warrant Securities Shares that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent)affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 Section 7.1 or 6.3 7.2 hereof, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable and within forty-five (45) days of receipt of any demand therefor in accordance with Section 7.1, shall use its best efforts to have any registration statement declared effective at the earliest possible practicable time, and shall furnish to the Underwriter and each Holder desiring to sell Warrant Securities the Underwriter's Shares, Underwriter's Warrants, the Common Shares underlying the Underwriter's Warrants or any other securities held by the Underwriter or the other Holders as a result of any adjustment made pursuant to the provisions of Sections 8.1 or 8.2 hereof (collectively, the "Registrable Securities"), such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)the Underwriter's and the other Holders' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 Sections 7.1 and 6.3(a) 7.2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holders(s) will pay all costsIf the Company shall fail to comply with the provisions of Section 7.4, fees and expenses the Company shall, in connection with addition to any registration statement filed pursuant other equitable or other relief available to the second sentence Underwriter and the other Holders, be liable for any or all actual damages (which may include damages due to a loss of Section 6.3(cprofit). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Registrable Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writingUnderwriter and the other Holders, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d) The Company shall indemnify the Holder(s) Underwriter and all other Holders of the Warrant Registrable Securities to be sold pursuant to any registration statement and each person, if any, who controls such Underwriter or Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the 1934 Act or otherwise, arising from such registration statement to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained Underwriter in Section 7 5 of the Agency Underwriting Agreement and to provide for just and equitable contribution as set forth in Section 6 of the Underwriting Agreement. (e) The Holder(s) Underwriter and all other Holders of the Warrant Registrable Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange 1934 Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange 1934 Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 5 of the Placement Agency Underwriting Agreement pursuant to which the Agent Underwriter has agreed to indemnify the CompanyCompany and to provide for just and equitable contribution as set forth in Section 6 of the Underwriting Agreement. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) Underwriter or other Holders to exercise their Underwriter's Unit Warrants or the Underwriter's Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare deliver promptly to the Underwriter and file all other Holders of the Registrable Securities participating in the offering copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC such amendments and post-effective amendments Commission or its staff with respect to the registration statement as may be necessary to keep and permit the Registration effective until all such Warrant Securities are sold; cause Underwriter and the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions other Holders of the Registrable Securities Act to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the disposition of all securities covered by such registration statement during as it deems reasonably necessary to comply with applicable securities laws or rules of the applicable period in accordance National Association of Securities Dealers, Inc. ("NASD"); provided that the Underwriter and each such holder of the Registrable Securities agrees not to disclose such information without the prior written consent of the Company. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as the intended method or methods Underwriter and any other Holder of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectusRegistrable Securities shall reasonably request. (h) The If required by the underwriters in connection with an underwritten offering which includes Registrable Securities pursuant to this Section 7, the Company shall furnish enter into an underwriting agreement with one or more underwriters selected for such underwriting. Such underwriting agreement shall be satisfactory in form and substance to the Company, the Underwriter and each other Holder of the Registrable Securities, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the underwriters. If required by the underwriters, the Underwriter and the other Holders of the Registrable Securities shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations and warranties of the Company to or for the benefit of such underwriters shall, to the extent that they may be applicable, also be made to and for the benefit of the Underwriter and the other Holders of the Registrable Securities. The Underwriter and the other Holders of the Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to the Underwriter and the other Holders of the Registrable Securities and their intended methods of distribution. (i) In connection with any registration statement filed pursuant to Section 7 hereof, the Company shall furnish, or cause to be furnished, to the Underwriter and each Holder participating in an any underwritten offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to the Underwriter, such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVERand, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective dateagreement), and (ii) a "cold comfort" letter letter, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) ), signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to notify the Underwriter and each Holder participating in an offering including any Warrant of the Registrable Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Act, upon the Company's discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and upon receipt of such notice the Underwriter and each Holder shall not effect any sale of securities and shall permit immediately cease utilizing or distributing such prospectus. At the request of the Underwriter or any such Holder, the Company shall promptly prepare and furnish to the Underwriter or such Holder and each underwriter underwriter, if any, a reasonable number of copies of a supplement to do or an amendment of such investigationprospectus as may be necessary so that, upon reasonable advance noticeas thereafter delivered to the purchasers of such securities, with respect such prospectus shall not include an untrue statement of a material fact or omit to information contained in state a material fact required to be stated therein or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules make the statements therein not misleading in the light of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulescircumstances under which they were made. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majoritymajority" in reference to the Underwriter and the other Holders of the Underwriter's Unit Warrants, Underwriter's Units, Underwriter's Shares, Underwriter's Warrants or Warrant Securitiesthe Common Shares underlying the Underwriter's Warrants, shall mean in excess of fifty percent (50%) of the then outstanding Underwriter's Warrants or Warrant Securities and Underwriter's Shares that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to Rule 144 under the Act or a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) The In connection with any registration under Section 7.4 hereof, the Company shall use its best efforts to file a registration statement the Registration Statement as soon expeditiously as practicable and possible, but in any event no later than twenty (20) days following receipt of any demand therefor, shall use its best efforts to have any registration statement such Registration Statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant of Registrable Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs costs, fees and expenses (excluding other than underwriting fees, discounts and nonaccountable expense allowance applicable to the Registrable Securities and fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges retained by the Holders of any broker-dealer acting on behalf of Holder(s)), fees and expenses Registrable Securities) in connection with all registration statements Registration Statements filed pursuant to Section 6.2 Sections 7.3 and 6.3(a7.4(a) hereof including, without limitation, the Company's ’s legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Registrable Securities included in the registration statement Registration Statement, for offering and sale under the securities or blue sky laws of such states as are reasonably are requested by the Holder(s) in writing, provided that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service Holders of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch securities. (d) The Company shall indemnify the Holder(s) any Holder of the Warrant Registrable Securities to be sold pursuant to any registration statement Registration Statement and any underwriter or person deemed to be an underwriter under the Act and each person, if any, who controls such Holders Holder or underwriter or person deemed to be an underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained Underwriters as set forth in Section 7 8 of the Agency Underwriting Agreement and to provide for just and equitable contribution as set forth in Section 9 of the Underwriting Agreement. (e) The Holder(s) Any Holder of the Warrant Registrable Securities to be sold pursuant to a registration statement, and their such Holder’s successors and assigns, shall severally, and not jointly, indemnify indemnify, the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such HoldersHolder, or their such Holder’s successors or assigns, for specific inclusion in such a registration statement Registration Statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement provisions pursuant to which the Agent has Underwriters have agreed to indemnify the CompanyCompany as set forth in Section 8 of the Underwriting Agreement and to provide for just and equitable contribution as set forth in Section 9 of the Underwriting Agreement. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) any Holder to exercise their the Warrants or the Underlying Warrants held by such Holder prior to the initial filing of any registration statement or the effectiveness thereof. (g) The If the Company shall prepare and file with the SEC such amendments and post-effective amendments fail to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of this Article 7, the Securities Act with respect Company shall, in addition to any other equitable or other relief available to the disposition Holders of Registrable Securities, be liable for any or all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution incidental, special and consequential damages sustained by the sellers thereof as set forth in such Holders of Registrable Securities, requesting registration statement or supplement to the prospectusof their Registrable Securities. (h) The Company shall furnish not permit the inclusion of any securities other than the Registrable Securities to each Holder participating be included in an offering including Warrant Securities any Registration Statement filed pursuant to Sections 6.2 or 6.3 Section 7.4 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to without the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date prior written consent of the closing under the underwriting agreement and Majority Holders, which consent shall not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securitiesbe unreasonably withheld. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall promptly deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement to each Holder of Registrable Securities included for such registration statementin such Registration Statement pursuant to Section 7.3 hereof or Section 7.4 hereof requesting such correspondence and memoranda and to the managing underwriter, if any, of the offering in connection with which such Holder’s Registrable Securities are being registered and shall permit each Holder of Registrable Securities and such underwriter to do such reasonable investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder of Registrable Securities or underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 Section (h) or 6.3 (i) hereof, the Company covenants and agrees as follows: (ai) The Company shall use its best efforts to file a registration statement as soon as practicable and within sixty (60) days of receipt of any demand therefor, shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities such number of prospectuses as shall reasonably be requested. (bii) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 Sections (h), (i) and 6.3(a(j) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(s) will pay all costsIf the Company shall fail to comply with the provisions of Section (j)(i), fees and expenses the Company shall, in connection with addition to any registration statement filed pursuant other equitable or other relief available to the second sentence Holder(s), extend the Exercise Period by such number of Section 6.3(c)days as shall equal the delay caused by the Company's failure. (ciii) The Company will take all necessary action which may be required in qualifying or registering the Warrant Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as are reasonably are requested by the Holder(s) in writing), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (div) The Company shall indemnify the Holder(s) of the Warrant Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), from and against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent Underwriter contained in Section 7 of the Agency AgreementUnderwriting Agreement relating to the offering. (ev) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 of the Placement Agency Underwriting Agreement pursuant to which the Agent Underwriter has agreed to indemnify the Company. (fvi) Nothing contained in this Agreement shall be construed as requiring the The Holder(s) to may exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (gvii) The Company shall prepare and file with not permit the SEC such amendments and post-effective amendments inclusion of any securities other than the Warrant Securities to the be included in any registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of Section (i) an opinion of counsel to the Companyhereof, dated the effective date of such or permit any other registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated to be or remain effective during the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date effectiveness of a registration statement relating to any Warrant Securities filed pursuant to Section 6.2 or 6.3 (i) hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning other than a secondary offering of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) equity securities of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with without the Commission or its staff with respect to the registration statement, and shall permit each underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules prior written consent of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business Holders of the Company with its officers Warrants and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding Warrant Securities representing a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements securities (assuming an exercise of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of Warrants underlying the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distributionWarrants). (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 Section 7.2 or 6.3 7.3 hereof, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable within forty-five (45) days of receipt of any demand pursuant to Section 7.3, and shall use its best efforts to have any such registration statement declared effective at the earliest possible practicable time. The Company will promptly notify each seller of such Registrable Securities and confirm such advice in writing, (i) when such registration statement becomes effective, (ii) when any post-effective amendment to such registration statement becomes effective and (iii) of any request by the SEC for any amendment or supplement to such registration statement or any prospectus relating thereto or for additional information. The Company shall furnish to each Holder desiring to sell Warrant seller of such Registrable Securities such number of prospectuses copies of such registration statement and of each such amendment and supplement thereto (in each case including each preliminary prospectus and summary prospectus) in conformity with the requirements of the Act, and such other documents as shall such seller may reasonably be requestedrequest in order to facilitate the disposition of the Registrable Securities by such seller. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding transfer taxes, if any, and fees and expenses of Holder(s)' counsel and any underwriting the Holder's pro-rata portion of the selling discount or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 Sections 7.2 and 6.3(a7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(sHolder(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to Section 7.3(c). If the second sentence Company shall fail to comply with the provisions of Section 6.3(c7.3(a), the Company shall, in addition to any other equitable or other relief available to the Holder(s), be liable for any or all special and consequential damages sustained by the Holder(s) requesting registration of their Registrable Securities. (c) The Company shall prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be reasonably necessary to keep such registration statement effective for at least nine months (or such longer period as permitted by the Act), and to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers of Registrable Securities set forth in such registration statement. If at any time the SEC should institute or threaten to institute any proceedings for the purpose of issuing a stop order suspending the effectiveness of any such registration statement, the Company will promptly notify each seller of such Registrable Securities and will use all reasonable efforts to prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible. The Company will use its good faith reasonable efforts and take all reasonably necessary action which may be required in qualifying or registering the Warrant Registrable Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested required by the Holder(s) in writing), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified such jurisdiction. The Company shall use its good faith reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities of the United States or any State thereof as may be reasonably necessary to take any action that would subject it enable the seller or sellers thereof to general service consummate the disposition of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch Registrable Securities. (d) The Company shall indemnify the Holder(s) of the Warrant Registrable Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent Representative as contained in Section 7 of the Agency Underwriting Agreement. (e) The If requested by the Company prior to the filing of any registration statement covering the Registrable Securities, each of the Holder(s) of the Warrant Registrable Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from written information furnished by or on behalf of such HoldersHolder, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 of the Placement Agency Underwriting Agreement pursuant to which the Agent Representative has agreed to indemnify the Company, except that the maximum amount which may be recovered from each Holder pursuant to this paragraph or otherwise shall be limited to the amount of net proceeds received by the Holder from the sale of the Registrable Securities. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants or Underlying Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with not permit the SEC such amendments and post-effective amendments inclusion of any securities other than the Registrable Securities to the be included in any registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under Section 7.3 hereof without the Securities Act; and comply with the provisions prior written consent of the Holders of the Registrable Securities Act with respect to the disposition representing a majority of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectussecurities. (h) The Company shall furnish to each Holder participating in an the offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVERand, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective dateagreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an the offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests requesting the correspondence and to memoranda described below and the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, statement and shall permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter Holder shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (kj) With respect to a registration statement filed pursuant to Section 6.3 hereof7.3, the Company Company, if requested, shall enter into an underwriting agreement with the managing underwriter underwriter, reasonably satisfactory to the Company, selected for such underwriting by Holders holding a Majority majority of the Warrant Registrable Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such . Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall Holders, if required by the Underwriter to be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and Registrable Securities, may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (lk) For purposes Notwithstanding the provisions of paragraph 7.2 or paragraph 7.3 of this Agreement, the term "Majority" in reference Company shall not be required to effect or cause the registration of Registrable Securities pursuant to paragraph 7.2 or paragraph 7.3 hereof if, within thirty (30) days after its receipt of a request to register such Registrable Securities (i) counsel for the Company delivers an opinion to the Holders requesting registration of Warrants or Warrant such Registrable Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent form and any affiliate of the Agentsubstance satisfactory to counsel to such Holder(s), officerto the effect that the entire number of Registrable Securities proposed to be sold by such Holder(s) may otherwise be sold, creditorin the manner proposed by such Holder(s), employee or agent thereof or any of their respective affiliateswithout registration under the Securities Act, members of their family, persons acting as nominees or in conjunction therewith or (ii) the SEC shall have not been resold issued a no-action position, in form and substance satisfactory to counsel for the Holder(s) requesting registration of such Registrable Securities, to the public pursuant effect that the entire number of Registrable Securities proposed to a be sold by such Holder(s) may be sold by it, in the manner proposed by such Holder(s), without registration statement filed with the Commission under the Securities Act. (l) After completion of the Public Offering, the Company shall not, directly or indirectly, enter into any merger, business combination or consolidation in which (a) the Company shall not be the surviving corporation and (b) the stockholders of the Company are to receive, in whole or in part, capital stock or other securities of the surviving corporation, unless the surviving corporation shall, prior to such merger, business combination or consolidation, agree in writing to assume the obligations of the Company under this Agreement, and for that purpose references hereunder to "Registrable Securities" shall be deemed to include the securities which the Holders would be entitled to receive in exchange for Registrable Securities under any such merger, business combination or consolidation, provided that to the extent such securities to be received are convertible into shares of Common Stock of the issuer thereof, then any such shares of Common Stock as are issued or issuable upon conversion of said convertible securities shall also be included within the definition of "Registrable Securities".

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 Section 7.2 or 6.3 7.3 hereof, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable and within thirty (30) days of receipt of any demand therefor, shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 Sections 7.2 and 6.3(a7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(sHolder(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to Section 7.3(d). If the second sentence Company shall fail to comply with the provisions of Section 6.3(c7.4(a), the Company shall, in addition to any other equitable or other relief available to the Holder(s), be liable for any or all incidental or special damages sustained by the Holder(s) requesting registration of their Warrant Securities, excluding consequential damages. (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writing), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d) The Company shall indemnify the Holder(s) of the Warrant Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent Underwriters contained in Section 7 of the Agency Underwriting Agreement. The Company further agree(s) that upon demand by an indemnified person, at any time or from time to time, it will promptly reimburse such indemnified person for any loss, claim, damage, liability, cost or expense actually and reasonably paid by the indemnified person as to which the Company has indemnified such person pursuant hereto. Notwithstanding the foregoing provisions of this Section 7.4(d) any such payment or reimbursement by the Company of fees, expenses or disbursements incurred by an indemnified person in any proceeding in which a final judgment by a court of competent jurisdiction (after all appeals or the expiration of time to appeal) is entered against the Company or such indemnified person as a direct result of the Holder(s) or such person's gross negligence or willful misfeasance will be promptly repaid to the Company. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 of the Placement Agency Underwriting Agreement pursuant to which the Agent has Underwriters have agreed to indemnify the Company. The Holder(s) further agree(s) that upon demand by an indemnified person, at any time or from time to time, they will promptly reimburse such indemnified person for any loss, claim, damage, liability, cost or expense actually and reasonably paid by the indemnified person as to which the Holder(s) have indemnified such person pursuant hereto. Notwithstanding the foregoing provisions of this Section 7.4(e) any such payment or reimbursement by the Holder(s) of fees, expenses or disbursements incurred by an indemnified person in any proceeding in which a final judgment by a court of competent jurisdiction (after all appeals or the expiration of time to appeal) is entered against the Company or such indemnified person as a direct result of the Company or such person's gross negligence or willful misfeasance will be promptly repaid to the Holder(s). (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with not permit the SEC such amendments and post-effective amendments inclusion of any securities other than the Warrant Securities to the be included in any registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under Section 7.3 hereof other than the Securities Act; holders of securities in the Company's private placement consummated through closings on November 26, 1997, December 16, 1997, and comply with December 23, 1997, without the provisions prior written consent of the Holders of the Warrants and Warrant Securities Act with respect to representing a Majority of such securities (assuming the disposition exercise of all securities covered by such registration statement during of the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectusWarrants). (h) The Company shall furnish to each Holder participating in an the offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVERand, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective dateagreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, shall as soon as practicable after the effective date of a the registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereofstatement, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an the offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests requesting the correspondence and memoranda described below and to the managing underwriter underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, statement and shall permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder or underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k) With respect to a registration pursuant to Section 6.3 hereof, the The Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall which may be satisfactory to the Company and each Holder and such Xxxxxx Xxxxxxx or Xxxxx. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwritersunderwriter, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all of the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) In addition to the Warrant Securities, upon the written request therefor by any Holder(s), the Company shall include in the registration statement any other securities of the Company held by such Holder(s) as of the date of filing of such registration statement, including without limitation, restricted shares of Common Stock, options, warrants or any other securities convertible into shares of Common Stock. (m) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, Securities shall mean in excess of fifty percent (50%) of the then outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent)affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or and (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) The In connection with any registration under Section 7.4 hereof, the Company shall use its best efforts to file a registration statement the Registration Statement as soon expeditiously as practicable and possible, but in any event no later than twenty (20) days following receipt of any demand therefor, shall use its best efforts to have any registration statement such Registration Statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant of Registrable Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs costs, fees and expenses (excluding other than underwriting fees, discounts and nonaccountable expense allowance applicable to the Registrable Securities and fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges retained by the Holders of any broker-dealer acting on behalf of Holder(s)), fees and expenses Registrable Securities) in connection with all registration statements Registration Statements filed pursuant to Section 6.2 Sections 7.3 and 6.3(a7.4(a) hereof including, without limitation, the Company's ’s legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Registrable Securities included in the registration statement Registration Statement for offering and sale under the securities or blue sky laws of such states as are reasonably are requested by the Holder(s) in writing, provided that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service Holders of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch securities. (d) The Company shall indemnify the Holder(s) any Holder of the Warrant Registrable Securities to be sold pursuant to any registration statement Registration Statement and any underwriter or person deemed to be an underwriter under the Act and each person, if any, who controls such Holders Holder or underwriter or person deemed to be an underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained Underwriters as set forth in Section 7 8 of the Agency Underwriting Agreement and to provide for just and equitable contribution as set forth in Section 9 of the Underwriting Agreement. (e) The Holder(s) Any Holder of the Warrant Registrable Securities to be sold pursuant to a registration statement, and their such Holder’s successors and assigns, shall severally, and not jointly, indemnify indemnify, the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such HoldersHolder, or their such Holder’s successors or assigns, for specific inclusion in such a registration statement Registration Statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement provisions pursuant to which the Agent has Underwriters have agreed to indemnify the CompanyCompany as set forth in Section 8 of the Underwriting Agreement and to provide for just and equitable contribution as set forth in Section 9 of the Underwriting Agreement. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) any Holder to exercise their the Warrants held by such Holder prior to the initial filing of any registration statement or the effectiveness thereof. (g) The If the Company shall prepare and file with the SEC such amendments and post-effective amendments fail to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of this Article 7, the Securities Act with respect Company shall, in addition to any other equitable or other relief available to the disposition Holders of Registrable Securities, be liable for any or all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution incidental, special and consequential damages sustained by the sellers thereof as set forth in such Holders of Registrable Securities requesting registration statement or supplement to the prospectusof their Registrable Securities. (h) The Company shall furnish not permit the inclusion of any securities other than the Registrable Securities to each Holder participating be included in an offering including Warrant Securities any Registration Statement filed pursuant to Sections 6.2 or 6.3 Section 7.4 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to without the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date prior written consent of the closing under the underwriting agreement and Majority Holders, which consent shall not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securitiesbe unreasonably withheld. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall promptly deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or its auditors and all memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement to each Holder of Registrable Securities included for registration statementin such Registration Statement pursuant to Section 7.3 hereof or Section 7.4 hereof requesting such correspondence and memoranda and to the managing underwriter, if any, of the offering in connection with which such Holder’s Registrable Securities are being registered and shall permit each Holder of Registrable Securities and such underwriter to do such reasonable investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder of Registrable Securities or underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) The In connection with any registration under and except as otherwise permitted under Section 7.4 hereof, the Company shall use its best efforts to file a registration statement the Registration Statement as soon expeditiously as practicable and possible, but in any event no later than thirty (30) days following receipt of any demand therefor, shall use its best efforts to have any registration statement such Registration Statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant holder of Registrable Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs costs, fees and expenses (excluding other than underwriting fees, discounts and nonaccountable expense allowance applicable to the Registrable Securities and the fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges retained by the holders of any broker-dealer acting on behalf of Holder(s)), fees and expenses Registrable Securities) in connection with all registration statements Registration Statements filed pursuant to Section 6.2 Sections 7.3 and 6.3(a7.4(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Registrable Securities included in the registration statement Registration Statement for offering and sale under the securities or blue sky laws of such states as are reasonably are requested by the Holder(s) in writing, holders of such securities; provided that the Company shall not no such qualification will be obligated to qualify to do business required in any jurisdiction where it is not then so qualified where, solely as a result thereof, the Company would be subject to service of general process or to take any action that would subject it to general service of process where it is not so subject taxation or would subject the Company to any tax qualification as a foreign corporation doing business in any jurisdiction where it is not then so subjectsuch jurisdiction. (d) The Company shall indemnify the Holder(s) any holder of the Warrant Registrable Securities to be sold pursuant to any registration statement Registration Statement and any underwriter or person deemed to be an underwriter under the Act and each person, if any, who controls such Holders holder or underwriter or person deemed to be an underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such Registration Statement to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained Underwriter as set forth in Section 7 of the Agency Underwriting Agreement and to provide for just and equitable contribution as set forth in Section 8 of the Underwriting Agreement. (e) The Holder(s) Any holder of the Warrant Registrable Securities to be sold pursuant to a registration statementRegistration Statement, and their such holder's successors and assigns, shall severally, and not jointly, indemnify indemnify, the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holdersholder, or their such holder's successors or assigns, for specific inclusion in such a registration statement Registration Statement to the same extent and with the same effect as the provision contained provisions pursuant to which the Underwriter has agreed to indemnify the Company as set forth in Section 7 of the Placement Agency Underwriting Agreement pursuant and to which provide for just and equitable contribution as set forth in Section 8 of the Agent has agreed to indemnify the CompanyUnderwriting Agreement. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) any Holder to exercise their the Warrants held by such Holder prior to the initial filing of any registration statement Registration Statement or the effectiveness thereof. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall promptly deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement to each holder of Registrable Securities included for such registration statementin such Registration Statement pursuant to Section 7.3 hereof or Section 7.4 hereof requesting such correspondence and memoranda and to the managing underwriter, if any, of the offering in connection with which such holder's Registrable Securities are being registered and shall permit each holder of Registrable Securities and such underwriter to do such reasonable investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such holder of Registrable Securities or underwriter shall reasonably request request. Holders of Registrable Securities shall be subject to the same confidentiality obligations as it deems necessary are applicable to comply with applicable securities laws and NASD rules. (k) With respect to a registration the Underwriter pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority 13 of the Warrant Securities requested Underwriting Agreement, with respect to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants any non-public information disclosed by the Company and during such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distributioninvestigation. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) The In connection with any registration under Section 6.4 hereof, the Company shall use its best efforts to file a registration statement the Registration Statement as soon expeditiously as practicable and possible, but in any event no later than twenty (20) days following receipt of any demand therefor, shall use its best efforts to have any registration statement such Registration Statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant of Registrable Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs costs, fees and expenses (excluding other than underwriting fees, discounts and nonaccountable expense allowance applicable to the Registrable Securities and fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges retained by the Holders of any broker-dealer acting on behalf of Holder(s)), fees and expenses Registrable Securities) in connection with all registration statements Registration Statements filed pursuant to Section 6.2 Sections 6.3 and 6.3(a6.4(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Registrable Securities included in the registration statement Registration Statement for offering and sale under the securities or blue sky laws of such states as are reasonably are requested by the Holder(s) in writing, provided that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service Holders of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch securities. (d) The Company shall indemnify the Holder(s) any Holder of the Warrant Registrable Securities to be sold pursuant to any registration statement Registration Statement and any underwriter or person deemed to be an underwriter under the Act and each person, if any, who controls such Holders Holder or underwriter or person deemed to be an underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained Underwriters as set forth in Section 7 of the Agency Underwriting Agreement and to provide for just and equitable contribution as set forth in Section 8 of the Underwriting Agreement. (e) The Holder(s) Any Holder of the Warrant Registrable Securities to be sold pursuant to a registration statement, and their such Holder's successors and assigns, shall severally, and not jointly, indemnify indemnify, the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such HoldersHolder, or their such Holder's successors or assigns, for specific inclusion in such a registration statement Registration Statement to the same extent and with the same effect as the provision contained provisions pursuant to which the Underwriters have agreed to indemnify the Company as set forth in Section 7 of the Placement Agency Underwriting Agreement pursuant and to which provide for just and equitable contribution as set forth in Section 8 of the Agent has agreed to indemnify the CompanyUnderwriting Agreement. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) any Holder to exercise their the Warrants held by such Holder prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with not permit the SEC such amendments and post-effective amendments to inclusion of any securities other than the registration statement as may be necessary to keep the Registration effective until all such Warrant Registrable Securities are sold; cause the prospectus to be supplemented by included in any required prospectus supplement, and as so supplemented to be Registration Statement filed pursuant to Rule 424 under Section 6.4 hereof, without the Securities Act; and comply with the provisions prior written consent of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectusMajority Holders, which consent shall not be unreasonably withheld. (h) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall promptly deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or its auditors and all memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement to each Holder of Registrable Securities included for registration statementin such Registration Statement pursuant to Section 6.3 hereof or Section 6.4 hereof requesting such correspondence and memoranda and to the managing underwriter, if any, of the offering in connection with which such Holder's Registrable Securities are being registered and shall permit each Holder of Registrable Securities and such underwriter to do such reasonable investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder of Registrable Securities or underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 7.2 or 6.3 7.3 hereof, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable and within thirty (30) days of receipt of any demand therefor, shall use its best efforts to have any registration statement statements declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities Shares such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs costs, fees and expenses (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)), fees and expenses commissions) in connection with all registration statements filed pursuant to Section 6.2 Sections 7.2 and 6.3(a7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(sHolder(s) requesting registration will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c7.3(c). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Securities Shares included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writing), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d) The Company shall indemnify and hold harmless the Holder(s) of the Warrant Securities Shares to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), from and against any and all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoeverwhatsoever including, without limitation, the fees and expenses of legal counsel) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent Representatives contained in Section 7 10 of the Agency Underwriting Agreement. (e) The Holder(s) of the Warrant Securities Shares to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers officers, employees and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, from and against any and all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished in writing by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 10 of the Placement Agency Underwriting Agreement pursuant to which the Agent has Representatives have agreed to indemnify the Company. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Except for the registration of securities pursuant to the exercise of registration rights granted to the holders of the Company's Subordinated Convertible Debentures due 2007, the Company shall prepare and file with not permit the SEC such amendments and post-effective amendments inclusion of any securities other than the Warrant Shares to the be included in any registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under Section 7.3 hereof, or permit any other registration statement (other than in connection with a transaction registered on Form S-4 or any registration pursuant to Form S-8, or any successor forms) to be or remain effective during the Securities Act; and comply with effectiveness of a registration statement filed pursuant to Section 7.3 hereof, without the provisions prior written consent of the Securities Act with respect to Holders of the disposition Warrants and Warrant Shares representing a Majority of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectussecurities. (h) The Company shall furnish to each Holder participating in an the offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such the registration statement (PROVIDED, HOWEVERand, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective dateagreement), and (ii) a "cold comfort" letter dated the effective date of such the registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, shall as soon as practicable after the effective date of a the registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereofstatement, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a11 (a) of the Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statementdate. (j) The Company shall deliver promptly to each Holder participating in an the offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests requesting the correspondence and memoranda described below and to the managing underwriter underwriters, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, statement and shall permit each underwriter Holder and such underwriters to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems or they deem reasonably necessary to comply with applicable securities laws or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall be solely in connection with the preparation of such registration statement and may include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder or underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k) With respect to a registration pursuant to Section 6.3 hereof, the The Company shall enter into an underwriting agreement with the managing underwriter underwriters selected for such underwriting by the Holders holding of a Majority of the Warrant Securities Shares requested to be included in such underwriting, provided that such managing underwriter(s) shall which, subject to applicable NASD rules and regulations, may be satisfactory to the Company and each Holder and such Xxxx Xxxx and/or BB&T. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities Shares and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distributiondistribution or as otherwise required by the registration statement. (l) In addition to the Warrant Shares, upon the written request therefor by any Holder(s), the Company shall include in the registration statement any other securities of the Company held by such Holder(s) as of the date of filing of such registration statement, including without limitation restricted shares of Common Stock, options, warrants or any other securities convertible into shares of Common Stock, subject to customary carve-backs in the discretion of a managing underwriter. (m) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant SecuritiesShares, shall mean in excess of fifty percent (50%) of the then outstanding Warrants or Warrant Securities Shares that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent)affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or and (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Actpublic.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) The In connection with any registration under Section 6.3 hereof, the Company shall use its best efforts to will file a registration statement the Registration Statement as soon expeditiously as practicable and shall possible, but in any event no later than 30 days following receipt of any demand therefor, will use its best efforts to have any registration statement such Registration Statement declared effective at the earliest possible time, and shall will furnish each Holder desiring to sell Warrant of Registrable Securities such number of prospectuses as shall will reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall will pay all costs costs, fees and expenses (excluding other than underwriting fees, discounts and nonaccountable expense allowance applicable to the Registrable Securities and fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges retained by the Holders of any broker-dealer acting on behalf of Holder(s)), fees and expenses Registrable Securities) in connection with all registration statements Registration Statements filed pursuant to Section Sections 6.2 and 6.3(a) 6.3 hereof including, without limitation, the Company's ’s legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holders(s) will pay all costs, expenses and any fees and expenses in connection with any registration statement filed pursuant due to the second sentence National Association of Section 6.3(c)Securities Dealers, Inc (“NASD”) related to such registration or sale of any of the Registrable Securities. (c) The Company will take all necessary action which that may be required in qualifying or registering the Warrant Registrable Securities included in the registration statement Registration Statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) Holders of such securities and for obtaining the clearance of NASD member firms to participate in writing, provided that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service distribution of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch Registrable Securities. (d) The Company shall will indemnify the Holder(s) any Holder of the Warrant Registrable Securities to be sold pursuant to any registration statement Registration Statement and any Agent or person deemed to be an underwriter under the Act and each person, if any, who controls such Holders Holder or underwriter or person deemed to be an underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriter as set forth in Section 8 of the Underwriting Agreement and to provide for just and equitable contribution as set forth in Section 9 of the Underwriting Agreement. (e) Any Holder of Registrable Securities to be sold pursuant to a registration statement, and such Holder’s successors and assigns, will severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained in Section 7 of the Agency Agreement. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such HoldersHolder, or their such Holder’s successors or assigns, for specific inclusion in such a registration statement Registration Statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement provisions pursuant to which the Agent has Underwriters have agreed to indemnify the CompanyCompany as set forth in the Agency Agreement and to provide for just and equitable contribution as set forth in the Agency Agreement. (f) Nothing contained in this Agreement shall may be construed as requiring the Holder(s) any Holder to exercise their the Warrants held by the Holder prior to the initial filing of any registration statement or the effectiveness thereof. (g) The If the Company shall prepare and file with the SEC such amendments and post-effective amendments fails to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of this Article 6, the Securities Act with respect Company will, in addition to any other equitable or other relief available to the disposition Holders of Registrable Securities, be liable for any or all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution incidental, special and consequential damages sustained by the sellers thereof as set forth in such Holders of Registrable Securities requesting registration statement or supplement to the prospectusof their Registrable Securities. (h) The Company shall furnish will not permit the inclusion of any securities other than the Registrable Securities to each Holder participating be included in an offering including Warrant Securities any Registration Statement filed pursuant to Sections 6.2 or Section 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to without the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date prior written consent of the closing under the underwriting agreement and Majority Holders, which consent may not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securitiesbe unreasonably withheld. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall will promptly deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or its auditors and all memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement to each Holder of Registrable Securities included for registration statementin such Registration Statement pursuant to Section 6.2 hereof or Section 6.3 hereof requesting such correspondence and to the managing underwriter, if any, of the offering in connection with which such Holder’s Registrable Securities are being registered and shall will permit each Holder of Registrable Securities and such underwriter to do such reasonable investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such This investigation shall will include access to books, records and properties and opportunities necessary or helpful to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder of Registrable Securities or underwriter shall may reasonably request as it deems necessary request. The Company may require each Holder or underwriter to comply enter into reasonable confidentiality and non-disclosure agreements with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily information contained in agreements of that type used by or derived from the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distributioninvestigations. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 Section 5.2 hereof, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable and shall use its best efforts within 24 months of the date of issuance of this Warrant to have any a registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities such number of prospectuses to the holders as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s))costs, fees and expenses in connection with all registration statements filed pursuant to Section 6.2 and 6.3(a) under Sections 5.2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, expenses and blue sky fees and expenses. The Holders(s, except that the Company shall not pay for (i) will pay all costsunderwriting discounts and commissions, (ii) state transfer taxes, (iii) brokerage commissions and (iv) fees and expenses in connection with any registration statement filed pursuant to of counsel and accountants for the second sentence holders of Section 6.3(c)the Warrants and/or Warrant Shares. (c) The Company will take all necessary action which that may be required in qualifying seeking to register or registering qualify the Warrant Securities Shares included in the a registration statement for offering and sale under the securities or blue sky laws of such states as are reasonably are requested by the Holder(s) in writingholders of the Warrant Shares, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d) The Company shall indemnify the Holder(s) holders of the Warrant Securities to be sold pursuant to Shares included in any registration statement and each person, if any, who controls any such Holders Holder within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact in such registration statement or any related prospectus, offering circular, notification or other document furnished or authorized by the Company, or any omission or alleged omission of any material fact required to be stated therein or necessary to make the statements therein not misleading, unless such actual or alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Holder specifically for use in connection with the preparation of such registration statement, prospectus, offering circular, notification or other document. (e) Each Holder of the Warrants and/or Warrant Shares for whose benefit shares are included in any registration statement shall indemnify such other holders, the Company, its officers and directors and each person, if any, who controls any such other Holder or the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained in Section 7 of the Agency Agreement. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from out of or based upon any untrue statement or alleged untrue statement of a material fact in such registration statement or any related prospectus, offering circular, notification or other document furnished or authorized by the Company, or any omission or alleged omission of any material fact required to be stated therein or necessary to make the statements therein not misleading, but only if such actual or alleged statement or omission was made in reliance upon and in conformity with information furnished by or on behalf of such Holders, or their successors or assigns, Holder for specific inclusion in such a registration statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement pursuant to which the Agent has agreed to indemnify the Company. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) andprospectus, in the case of such accountants' letteroffering circular, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securitiesnotification or other document. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, and shall permit each underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) The In connection with any registration under Section 7.4 hereof, the Company shall use its best efforts to file a registration statement the Registration Statement as soon expeditiously as practicable and possible, but in no event later than twenty (20) business days following receipt of any demand therefor, shall use its best efforts to have any registration statement such Registration Statements declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant holder of Registrable Securities such number of prospectuses as shall reasonably be requested. In connection with the obligations of the Company hereunder to register a Holder's Registrable Securities, the Holder shall furnish the Company such information concerning the Holder, the Holder's Registrable Securities and the terms of the offering of such Registrable Securities by the Holder as the Company may reasonably request in order to comply with the provisions of the Act with resect to the Registration Statement to be filed. (b) Except as provided in Section 6.3(c) aboveOther than fees and disbursements of counsel acting on behalf of the holders of Registrable Securities and the pro rata portion of the underwriting discounts and commissions, if any, attributable to Registrable Securities, the Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s))costs, fees and expenses in connection with all registration statements Registration Statements filed pursuant to Section 6.2 Sections 7.3 and 6.3(a7.4(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Registrable Securities included in the registration statement a Registration Statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writingholders of such securities, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d) The Company shall indemnify the Holder(s) any holder of the Warrant Registrable Securities to be sold pursuant to any registration statement Registration Statement and any underwriter or person deemed to be an underwriter under the Act and each person, if any, who controls such Holders holder or underwriter or person deemed to be an underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), from and against any and all losslosses, claimclaims, damagedamages, expense or liability expenses and liabilities (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Act, any post-effective amendment to which such registration statements, or any prospectus included therein required to be filed or furnished by reason of them may become subject this Agreement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, expenses or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished or required to be furnished in writing to the same extent company by the Holder or underwriter expressly for use therein; which indemnification shall include each person, if any, who controls any such Holder or underwriter within the meaning of the Act and with each officer, director, employee and agent of such Holder or underwriter; provided, however, that the Company shall not be obligated to so indemnify the Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained in Section 7 of the Agency Agreement. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, time indemnify the Company, its officers and directors directors, each officer signing the registration statement and each person, if any, who controls the Company within the meaning of Section 15 the Act, from and against any and all losses, claims, damages, expenses and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages, expenses or liabilities are caused by any untrue statement or alleged untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein, and provided, further that the holder, each person, if any, who controls the holder within the meaning of the Act or Section 20(a) Act, and each of the Exchange ActHolder's directors, officers, employees and agents shall not be obligated to indemnify any indemnified person pursuant to the foregoing indemnity, or to make any contribution pursuant to subparagraph 7.5(f) below, in an amount in excess of the net proceeds received by such holder with respect to the sale of Registrable Securities. (e) Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against all any indemnifying party under this Section 7.5, the indemnified party will notify the indemnifying party in writing of the commencement thereof, and the indemnifying party will, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel reasonably subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel reasonably satisfactory to the indemnified party and the payment of expenses) insofar as such action relates to an alleged liability in respect of which indemnity may be sought against the indemnifying party. After notice from the indemnifying party of its election to assume the defense of such claim or action, the indemnifying party shall no longer by liable to the indemnified party under this Section 7.5 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the written opinion of counsel to the indemnified party or parties, it is advisable for the indemnified party or parties, it is advisable for the indemnified party or parties to be represented by separate counsel, the indemnified party or parties shall have the right to employ a single counsel to represent the indemnified parties who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified parties thereof against the indemnifying party, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party. Any party against whom indemnification may be sought under this Section 7.5 shall not be liable to indemnify any person that might otherwise be indemnified pursuant hereto for any settlement of any action effected without such indemnifying party's consent, which consent shall not be unreasonably withheld. (f) If for any reason the indemnification provided for in this Section 7.5 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage or damage, expense or liability (including all expenses reasonably incurred referred to therein, then the indemnifying party, in investigatinglieu of indemnifying such indemnified party thereunder, preparing shall contribute to the amount paid or defending against any claim whatsoever) to which they may become subject under payable by the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf indemnified party as a result of such Holdersloss, claim, damage, expense or their successors or assigns, for specific inclusion liability in such a registration statement proportion as is appropriate to reflect not only the same extent relative benefits received by the indemnified party and with the same effect as indemnifying party, but also the provision contained in Section 7 relative fault of the Placement Agency Agreement pursuant to which indemnified party and the Agent has agreed to indemnify the Companyindemnifying party, as well as any other relevant equitable considerations. (fg) Nothing contained in this Agreement shall be construed as requiring the Holder(s) any Holder to exercise their his Warrants prior to the initial filing of any registration statement Registration Statement or the effectiveness thereof. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, and shall permit each underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) The In connection with any registration under Section 7.4 hereof, the Company shall use its best efforts to file a registration statement the Registration Statement as soon expeditiously as practicable and possible, but in any event no later than twenty (20) days following receipt of any demand therefor, shall use its best efforts to have any registration statement such Registration Statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant holder of Registrable Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs costs, fees and expenses (excluding other than underwriting fees, discounts and nonaccountable expense allowance applicable to the Registrable Securities and the fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges retained by the holders of any broker-dealer acting on behalf of Holder(s)), fees and expenses Registrable Securities) in connection with all registration statements Registration Statements filed pursuant to Section 6.2 Sections 7.3 and 6.3(a7.4(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Registrable Securities included in the registration statement Registration Statement for offering and sale under the securities or blue sky laws of such states as are reasonably are requested by the Holder(s) in writing, provided that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service holders of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch securities. (d) The Company shall indemnify the Holder(s) any holder of the Warrant Registrable Securities to be sold pursuant to any registration statement Registration Statement and any underwriter or person deemed to be an underwriter under the Act and each person, if any, who controls such Holders holder or underwriter or person deemed to be an underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained Underwriter as set forth in Section 7 of the Agency Underwriting Agreement and to provide for just and equitable contribution as set forth in Section 8 of the Underwriting Agreement. (e) The Holder(s) Any holder of the Warrant Registrable Securities to be sold pursuant to a registration statement, and their such Holder's successors and assigns, shall severally, and not jointly, indemnify indemnify, the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holdersholder, or their such Holder's successors or assigns, for specific inclusion in such a registration statement Registration Statement to the same extent and with the same effect as the provision contained provisions pursuant to which the Underwriter has agreed to indemnify the Company as set forth in Section 7 of the Placement Agency Underwriting Agreement pursuant and to which provide for just and equitable contribution as set forth in Section 8 of the Agent has agreed to indemnify the CompanyUnderwriting Agreement. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) any Holder to exercise their the Warrants held by such Holder prior to the initial filing of any registration statement or the effectiveness thereof. (g) The If the Company shall prepare and file with the SEC such amendments and post-effective amendments fail to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of this Article 7, the Securities Act with respect Company shall, in addition to any other equitable or other relief available to the disposition holders of Registrable Securities, be liable for any or all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution incidental, special and consequential damages sustained by the sellers thereof as set forth in such holders of Registrable Securities, requesting registration statement or supplement to the prospectusof their Registrable Securities. (h) The Company shall furnish not permit the inclusion of any securities other than the Registrable Securities to each Holder participating be included in an offering including Warrant Securities any Registration Statement filed pursuant to Sections 6.2 or 6.3 Section 7.4 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to without the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date prior written consent of the closing under the underwriting agreement and Majority Holders, which consent shall not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securitiesbe unreasonably withheld. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall promptly deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement to each holder of Registrable Securities included for such registration statementin such Registration Statement pursuant to Section 7.3 hereof or Section 7.4 hereof requesting such correspondence and memoranda and to the managing underwriter, if any, of the offering in connection with which such Holder's Registrable Securities are being registered and shall permit each holder of Registrable Securities and such underwriter to do such reasonable investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such holder of Registrable Securities or underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with the filing of any registration under Sections 6.2 or 6.3 hereofRegistration Document by the Company, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable within forty-five (45) days of receipt of any demand pursuant to Section 7.3, and shall use its best efforts to have any such registration statement declared effective at the earliest possible practicable time. The Company will promptly notify each seller of such Registrable Securities and confirm such advice in writing, (i) when such registration statement becomes effective, (ii) when any post-effective amendment to such registration statement becomes effective and (iii) of any request by the SEC for any amendment or supplement to such registration statement or any prospectus relating thereto or for additional information. The Company shall furnish to each Holder desiring to sell Warrant seller of such Registrable Securities such number of prospectuses copies of such registration statement and of each such amendment and supplement thereto (in each case including each preliminary prospectus and summary prospectus) in conformity with the requirements of the Act, and such other documents as shall such seller may reasonably be requestedrequest in order to facilitate the disposition of the Registrable Securities by such seller. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding transfer taxes, if any, and fees and expenses of Holder(s)' counsel and any underwriting the Holder's pro-rata portion of the selling discount or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 Sections 7.2 and 6.3(a7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(sHolder(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to Section 7.3(c). If the second sentence Company shall fail to comply with the provisions of Section 6.3(c7.3(a), the Company shall, in addition to any other equitable or other relief available to the Holder(s), be liable for any or all special and consequential damages sustained by the Holder(s) requesting registration of their Registrable Securities. (c) The Company shall prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be reasonably necessary to keep such registration statement effective for at least nine months (or such longer period as permitted by the Act), and to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers of Registrable Securities set forth in such registration statement. If at any time the SEC should institute or threaten to institute any proceedings for the purpose of issuing a stop order suspending the effectiveness of any such registration statement, the Company will promptly notify each seller of such Registrable Securities and will use all reasonable efforts to prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible. The Company will use its good faith reasonable efforts and take all reasonably necessary action which may be required in qualifying or registering the Warrant Registrable Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested required by the Holder(s) in writing), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified such jurisdiction. The Company shall use its good faith reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities of the United States or any State thereof as may be reasonably necessary to take any action that would subject it enable the seller or sellers thereof to general service consummate the disposition of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch Registrable Securities. (d) The Company shall indemnify the Holder(s) of the Warrant Registrable Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent Underwriter as contained in Section 7 of the Agency Underwriting Agreement. (e) The If requested by the Company prior to the filing of any registration statement covering the Registrable Securities, each of the Holder(s) of the Warrant Registrable Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from written information furnished by or on behalf of such HoldersHolder, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 of the Placement Agency Underwriting Agreement pursuant to which the Agent Underwriter has agreed to indemnify the Company, except that the maximum amount which may be recovered from each Holder pursuant to this paragraph or otherwise shall be limited to the amount of net proceeds received by the Holder from the sale of the Registrable Securities. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants or Underlying Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with not permit the SEC such amendments and post-effective amendments inclusion of any securities other than the Registrable Securities to the be included in any registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under Section 7.3 hereof without the Securities Act; and comply with the provisions prior written consent of the Holders of the Registrable Securities Act with respect to the disposition representing a majority of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectussecurities. (h) The Company shall furnish to each Holder participating in an the offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVERand, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective dateagreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an the offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all non-privileged memoranda relating to discussions with the Commission or its staff with respect to the registration statement, statement and shall permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such underwriter Holder shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (kj) With respect to a registration statement filed pursuant to Section 6.3 hereof7.3, the Company Company, if requested, shall enter into an underwriting agreement with the managing underwriter underwriter, reasonably satisfactory to the Company, selected for such underwriting by Holders holding a Majority majority of the Warrant Registrable Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such . Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall Holders, if required by the Underwriter to be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and Registrable Securities, may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (lk) For purposes Notwithstanding the provisions of paragraph 7.2 or paragraph 7.3 of this Agreement, the term "Majority" in reference Company shall not be required to effect or cause the registration of Registrable Securities pursuant to paragraph 7.2 or paragraph 7.3 hereof if, within thirty (30) days after its receipt of a request to register such Registrable Securities (i) counsel for the Company delivers an opinion to the Holders requesting registration of Warrants or Warrant such Registrable Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent form and any affiliate of the Agentsubstance satisfactory to counsel to such Holder(s), officerto the effect that the entire number of Registrable Securities proposed to be sold by such Holder(s) may otherwise be sold, creditorin the manner proposed by such Holder(s), employee or agent thereof or any of their respective affiliateswithout registration under the Securities Act, members of their family, persons acting as nominees or in conjunction therewith or (ii) the SEC shall have not been resold issued a no-action position, in form and substance satisfactory to counsel for the Holder(s) requesting registration of such Registrable Securities, to the public pursuant effect that the entire number of Registrable Securities proposed to a be sold by such Holder(s) may be sold by it, in the manner proposed by such Holder(s), without registration statement filed with the Commission under the Securities Act. (l) After completion of the Public Offering, the Company shall not, directly or indirectly, enter into any merger, business combination or consolidation in which (a) the Company shall not be the surviving corporation and (b) the stockholders of the Company are to receive, in whole or in part, capital stock or other securities of the surviving corporation, unless the surviving corporation shall, prior to such merger, business combination or consolidation, agree in writing to assume the obligations of the Company under this Agreement, and for that purpose references hereunder to "Registrable Securities" shall be deemed to include the securities which the Holders would be entitled to receive in exchange for Registrable Securities under any such merger, business combination or consolidation, provided that to the extent such securities to be received are convertible into shares of Common Stock of the issuer thereof, then any such shares of Common Stock as are issued or issuable upon conversion of said convertible securities shall also be included within the definition of "Registrable Securities".

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) The In connection with any registration under Section 7.4 hereof, the Company shall use its best efforts to file a registration statement the Registration Statement as soon expeditiously as practicable and possible, but in any event no later than thirty (30) business days following receipt of any demand therefor, shall use its best efforts to have any registration statement such Registration Statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant holder of Registrable Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs costs, fees and expenses (excluding other than underwriting fees, discounts and nonaccountable expense allowances applicable to the Registrable Securities and the fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges retained by the holders of any broker-dealer acting on behalf of Holder(s)), fees and expenses the Registrable Securities) in connection with all registration statements Registration Statements filed pursuant to Section 6.2 Sections 7.3. and 6.3(a7.4.(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Registrable Securities included in the registration statement Registration Statement for offering and sale under the securities or blue sky laws of such states as are reasonably are requested by the Holder(s) in writingholders of such securities, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d) The Company shall indemnify the Holder(s) any holder of the Warrant Registrable Securities to be sold pursuant to any registration statement Registration Statement and any underwriter or person deemed to be an underwriter under the Act and each person, if any, who controls such Holders holder or underwriter or person deemed to be an underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent Underwriters contained in Section 7 of the Agency Underwriting Agreement and to provide for just and equitable contribution as set forth in Section 8 of the Underwriting Agreement. (e) The Holder(s) Any holder of the Warrant Registrable Securities to be sold pursuant to a registration statementRegistration Statement, and their such Holder's successors and assigns, shall severally, and not jointly, indemnify indemnify, the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such HoldersHolder, or their such Holder's successors or assigns, for specific inclusion in such a registration statement Registration Statement to the same extent and with the same effect as the provision provisions pursuant to which the Underwriters have agreed to indemnify the Company contained in Section 7 of the Placement Agency Underwriting Agreement pursuant and to which provide for just and equitable contribution as set forth in Section 8 of the Agent has agreed to indemnify the CompanyUnderwriting Agreement. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) any Holder to exercise their the Warrants held by such Holder prior to the initial filing of any registration statement Registration Statement or the effectiveness thereof. (g) The Company shall prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectus (h) The Company shall furnish to each Holder participating in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall promptly deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement to each Holder of Registrable Securities included for registration statementin such Registration Statement pursuant to Section 7.3 or Section 7.4 hereof that requests such correspondence and memoranda and to the managing underwriter, if any, of the offering in connection with which such Holder's Registrable Securities are being registered and shall permit each such Holder and managing underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder or managing underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) The In connection with any registration under Section 7.4 hereof, the Company shall use its best efforts to file a registration statement the Registration Statement as soon expeditiously as practicable and possible, but in any event no later than thirty (30) days following receipt of any demand therefor, shall use its best efforts to have any registration statement such Registration Statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant of Registrable Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs costs, fees and expenses (excluding other than underwriting fees, discounts and nonaccountable expense allowance applicable to the Registrable Securities and fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges retained by the Holders of any broker-dealer acting on behalf of Holder(s)), fees and expenses Registrable Securities) in connection with all registration statements Registration Statements filed pursuant to Section 6.2 Sections 7.3 and 6.3(a7.4(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holders(s) will pay all costs, expenses and any fees and expenses in connection with any registration statement filed pursuant due to the second sentence NASD related to such registration or sale of Section 6.3(c)any of the Registrable Securities. (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Registrable Securities included in the registration statement Registration Statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) Holders of such securities and for obtaining the clearance of NASD member firms to participate in writingthe distribution of such Registrable Securities; provided, provided however, that the Company shall not be obligated required in connection therewith to qualify to do business or file a general consent to service of process in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service if the Board of process where it is not so subject or would subject Directors of the Company determines in good faith that the same would be materially detrimental to any tax in any jurisdiction where it is not then so subjectthe Company. (d) The Company shall indemnify the Holder(s) any Holder of the Warrant Registrable Securities to be sold pursuant to any registration statement Registration Statement and any underwriter or person deemed to be an underwriter under the Act and each person, if any, who controls such Holders Holder or underwriter or person deemed to be an underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriter as set forth in Section 9 of the Underwriting Agreement and to provide for just and equitable contribution as set forth in Section 10 of the Underwriting Agreement. (e) Any Holder of Registrable Securities to be sold pursuant to a registration statement, and such Holder's successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained in Section 7 of the Agency Agreement. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such HoldersHolder, or their such Holder's successors or assigns, for specific inclusion in such a registration statement Registration Statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement provisions pursuant to which the Agent Underwriter has agreed to indemnify the CompanyCompany as set forth in Section 9 of the Underwriting Agreement and to provide for just and equitable contribution as set forth in Section 10 of the Underwriting Agreement. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) any Holder to exercise their the Warrants held by such Holder prior to the initial filing of any registration statement or the effectiveness thereof. (g) The If the Company shall prepare and file with the SEC such amendments and post-effective amendments fail to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of this Article 7, the Securities Act with respect Company shall, in addition to any other equitable or other relief available to the disposition Holders of Registrable Securities, be liable for any or all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution incidental, special and consequential damages sustained by the sellers thereof as set forth in such Holders of Registrable Securities requesting registration statement or supplement to the prospectusof their Registrable Securities. (h) The In connection with any offering involving an underwriting of shares of the Company's Common Stock pursuant to Section 7.3, the Company shall furnish not be required to each Holder participating include any of the Registrable Securities in an offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereofsuch underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total number of securities to each underwriterbe included in such offering, if anyincluding the Registrable Securities requested by Holders to be included therein, a signed counterpartexceeds the amount of securities that the underwriters determine in their reasonable discretion is compatible with the success of the offering, addressed then the Company shall be required to include in the offering only that number of such Holder or underwritersecurities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated in the following manner: (i) to the Company and, if there is a balance of Registrable Securities remaining, (ii) to the Holders, provided that if the balance of Registrable Securities remaining is not sufficient to include in the offering all of the Registrable Securities requested to be registered by the Holders, the number of Registrable Securities to be included for any holder shall be determined pro rata based on the proportionate number of Registrable Securities then held (regardless of whether or not such any such Holder has requested that all such Registrable Securities be included, and, if there is a balance of Registrable Securities remaining, (iii) to the other stockholders holding rights as selling security holders, but excluding any stockholder who is an opinion officer or director of counsel the Company. If there is a balance of Registrable Securities remaining after all of the Registrable Securities requested to be registered by the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated Holders and the date other stockholders holding rights as selling security holders who are not officers and directors of the closing under the underwriting agreement Company, then Registrable Securities held by officers and not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date directors of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements Company may be included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securitiesoffering. (i) The Company shall, as soon as practicable after shall not permit the effective date inclusion of a registration statement relating any securities other than the Registrable Securities to be included in any Warrant Securities Registration Statement filed pursuant to Section 6.2 or 6.3 7.4 hereof, and in any event within fifteen (15) months thereafterwithout the prior written consent of the Majority Holders, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need consent shall not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statementunreasonably withheld. (j) The Company shall promptly deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or its auditors and all memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement to each Holder of Registrable Securities included for registration statementin such Registration Statement pursuant to Section 7.3 hereof or Section 7.4 hereof requesting such correspondence and to the managing underwriter, if any, of the offering in connection with which such Holder's Registrable Securities are being registered and shall permit each Holder of Registrable Securities and such underwriter to do such reasonable investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities necessary or helpful to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder of Registrable Securities or underwriter shall reasonably request as it deems necessary request; provided, that the Company may require each such Holder or underwriter to comply enter into reasonable confidentiality and non-disclosure agreements with applicable securities laws and NASD rules. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily information contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of derived from such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distributioninvestigations. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) The In connection with any registration under Section 6.4 hereof, the Company shall use its best efforts to file a registration statement the Registration Statement as soon expeditiously as practicable and possible, but in no event later than twenty (20) business days following receipt of any demand therefor, shall use its best efforts to have any registration statement such Registration Statements declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant holder of Registrable Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s))costs, fees and expenses (excluding fees of holders for their counsel, transfer taxes and underwriting discounts or commissions) in connection with all registration statements Registration Statements filed pursuant to Section 6.2 Sections 6.3 and 6.3(a6.4(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holders(sholders of Registrable Securities included in any Registration Statement filed pursuant to Section 6.4(c) hereof will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c)such registration. (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Registrable Securities included in the registration statement a Registration Statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writing, provided that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service holders of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch securities. (d) The Company shall indemnify the Holder(s) any holder of the Warrant Registrable Securities to be sold pursuant to any registration statement Registration Statement and any underwriter or person deemed to be an underwriter under the Act and each person, if any, who controls such Holders holder or underwriter or person deemed to be an underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such Registration Statement to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent purchasers of the Company's Preferred Stock contained in Section 7 the Registration Rights Agreement dated of the Agency Agreementeven date herewith. (e) The Holder(s) Any holder of the Warrant Registrable Securities to be sold pursuant to a registration statementRegistration Statement, and their its successors and assigns, shall severally, and not jointly, indemnify indemnify, the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished in writing by or on behalf of such Holdersholder, or their its successors or assigns, for specific inclusion in such a registration statement Registration Statement to the same extent and with the same effect as the provision contained in Section 7 of the Placement Agency Agreement provisions pursuant to which purchasers of the Agent has Company's Preferred Stock have agreed to indemnify the CompanyCompany contained in the Registration Rights Agreement dated of even date herewith. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) any Holder to exercise their his Warrants prior to the initial filing of any registration statement Registration Statement or the effectiveness thereof. (g) The If the Company shall prepare and file with the SEC such amendments and post-effective amendments fail to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of this Article 6, the Securities Act with respect Company shall, in addition to any other equitable or other relief available to the disposition holders of Registrable Securities, be liable for any or all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution incidental, special and consequential damages sustained by the sellers thereof as set forth in such holders of Registrable Securities, requesting registration statement or supplement to the prospectusof their Registrable Securities. (h) The Except as otherwise provided to the contrary herein, the Company shall furnish not permit the inclusion of any securities other than the Registrable Securities to each Holder participating be included in an offering including Warrant Securities any Registration Statement filed pursuant to Sections 6.2 or 6.3 Section 6.4 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such permit any other registration statement (PROVIDEDto be or remain effective during the effectiveness of a Registration Statement filed pursuant to Section 6.4 hereof, HOWEVER, if such registration includes an underwritten public offering, an opinion dated without the date prior written consent of the closing under the underwriting agreement and Majority Holders, which consent shall not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securitiesbe unreasonably withheld. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder holder of Registrable Securities participating in an the offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests requesting the correspondence and memoranda described in this Section 6.5(i) and to the managing underwriter underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, Registration Statement and shall permit each underwriter holder of Registrable Securities and underwriters to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such holder of Registrable Securities or underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (kj) With respect to a registration pursuant to Section 6.3 hereof, If the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder holder of Registrable Securities and such managing underwritersunderwriter, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders holders of Registrable Securities shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters underwriter shall also be made to and for the benefit of such Holdersholders of Registrable Securities. Such Holders holders of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters underwriter except as they may relate to such Holders holders of Registrable Securities and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 Section 7.2 or 6.3 7.3 hereof, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement as soon as practicable and within thirty (30) days of receipt of any demand therefor, shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)commissions), fees and expenses in connection with all registration statements filed pursuant to Section 6.2 Sections 7.2 and 6.3(a7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holders(sHolder(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to Section 7.3(d). If the second sentence Company shall fail to comply with the provisions of Section 6.3(c7.4(a), the Company shall, in addition to any other equitable or other relief available to the Holder(s), be liable for any or all incidental or special damages sustained by the Holder(s) requesting registration of their Warrant Securities, excluding consequential damages. (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) in writing), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business in under the laws of any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch jurisdiction. (d) The Company shall indemnify the Holder(s) of the Warrant Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent Underwriters contained in Section 7 of the Agency Underwriting Agreement. The Company further agree(s) that upon demand by an indemnified person, at any time or from time to time, it will promptly reimburse such indemnified person for any loss, claim, damage, liability, cost or expense actually and reasonably paid by the indemnified person as to which the Company has indemnified such person pursuant hereto. Notwithstanding the foregoing provisions of this Section 7.4(d) any such payment or reimbursement by the Company of fees, expenses or disbursements incurred by an indemnified person in any proceeding in which a final judgment by a court of competent jurisdiction (after all appeals or the expiration of time to appeal) is entered against the Company or such indemnified person as a direct result of the Holder(s) or such person's gross negligence or willful misfeasance will be promptly repaid to the Company. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such a registration statement to the same extent and with the same effect as the provision provisions contained in Section 7 of the Placement Agency Underwriting Agreement pursuant to which the Agent has Underwriters have agreed to indemnify the Company. The Holder(s) further agree(s) that upon demand by an indemnified person, at any time or from time to time, they will promptly reimburse such indemnified person for any loss, claim, damage, liability, cost or expense actually and reasonably paid by the indemnified person as to which the Holder(s) have indemnified such person pursuant hereto. Notwithstanding the foregoing provisions of this Section 7.4(e) any such payment or reimbursement by the Holder(s) of fees, expenses or disbursements incurred by an indemnified person in any proceeding in which a final judgment by a court of competent jurisdiction (after all appeals or the expiration of time to appeal) is entered against the Company or such indemnified person as a direct result of the Company or such person's gross negligence or willful misfeasance will be promptly repaid to the Holder(s). (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (g) The Company shall prepare and file with not permit the SEC such amendments and post-effective amendments inclusion of any securities other than the Warrant Securities to the be included in any registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under Section 7.3 hereof other than the Securities Act; and comply with holders of securities in the provisions Company's private placement consummated in _____________, 1997, without the prior written consent of the Holders of the Warrants and Warrant Securities Act with respect to representing a Majority of such securities (assuming the disposition exercise of all securities covered by such registration statement during of the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement to the prospectusWarrants). (h) The Company shall furnish to each Holder participating in an the offering including Warrant Securities pursuant to Sections 6.2 or 6.3 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (PROVIDED, HOWEVERand, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement and not the effective dateagreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall, shall as soon as practicable after the effective date of a the registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereofstatement, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) 12 consecutive months beginning after the effective date of the registration statement. (j) The Company shall deliver promptly to each Holder participating in an the offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests requesting the correspondence and memoranda described below and to the managing underwriter underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, statement and shall permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder or underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k) With respect to a registration pursuant to Section 6.3 hereof, the The Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall which may be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.the

Covenants of the Company With Respect to Registration. In connection with any registration under Sections 6.2 or 6.3 hereof, the The Company covenants and agrees as follows: (a) The In connection with any registration under Section 7.4 hereof, the Company shall use its best efforts to file a registration statement the Registration Statement as soon expeditiously as practicable and possible, but in any event no later than twenty (20) days following receipt of any demand therefor, shall use its best efforts to have any registration statement such Registration Statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant holder of Registrable Securities such number of prospectuses as shall reasonably be requested. (b) Except as provided in Section 6.3(c) above, the The Company shall pay all costs costs, fees and expenses (excluding other than underwriting fees, discounts and nonaccountable expense allowance applicable to the Registrable Securities and fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges retained by the holders of any broker-dealer acting on behalf of Holder(s)), fees and expenses Registrable Securities) in connection with all registration statements Registration Statements filed pursuant to Section 6.2 Sections 7.3 and 6.3(a7.4(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holders(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to the second sentence of Section 6.3(c). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Registrable Securities included in the registration statement Registration Statement, for offering and sale under the securities or blue sky laws of such states as are reasonably are requested by the Holder(s) in writing, provided that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service holders of process where it is not so subject or would subject the Company to any tax in any jurisdiction where it is not then so subjectsuch securities. (d) The Company shall indemnify the Holder(s) any holder of the Warrant Registrable Securities to be sold pursuant to any registration statement Registration Statement and any underwriter or person deemed to be an underwriter under the Act and each person, if any, who controls such Holders holder or underwriter or person deemed to be an underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Agent contained Underwriter as set forth in Section 7 of the Agency Underwriting Agreement and to provide for just and equitable contribution as set forth in Section 8 of the Underwriting Agreement. (e) The Holder(s) Any holder of the Warrant Registrable Securities to be sold pursuant to a registration statement, and their such Holder's successors and assigns, shall severally, and not jointly, indemnify indemnify, the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holdersholder, or their such Holder's successors or assigns, for specific inclusion in such a registration statement Registration Statement to the same extent and with the same effect as the provision contained provisions pursuant to which the Underwriter has agreed to indemnify the Company as set forth in Section 7 of the Placement Agency Underwriting Agreement pursuant and to which provide for just and equitable contribution as set forth in Section 8 of the Agent has agreed to indemnify the CompanyUnderwriting Agreement. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) any holder to exercise their the Warrants or the Underlying Warrants held by such Holder prior to the initial filing of any registration statement or the effectiveness thereof. (g) The If the Company shall prepare and file with the SEC such amendments and post-effective amendments fail to the registration statement as may be necessary to keep the Registration effective until all such Warrant Securities are sold; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of this Article 7, the Securities Act with respect Company shall, in addition to any other equitable or other relief available to the disposition holders of Registrable Securities, be liable for any or all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution incidental, special and consequential damages sustained by the sellers thereof as set forth in such holders of Registrable Securities, requesting registration statement or supplement to the prospectusof their Registrable Securities. (h) The Company shall furnish not permit the inclusion of any securities other than the Registrable Securities to each Holder participating be included in an offering including Warrant Securities any Registration Statement filed pursuant to Sections 6.2 or 6.3 Section 7.4 hereof, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to without the Company, dated the effective date of such registration statement (PROVIDED, HOWEVER, if such registration includes an underwritten public offering, an opinion dated the date prior written consent of the closing under the underwriting agreement and Majority Holders, which consent shall not the effective date), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securitiesbe unreasonably withheld. (i) The Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Securities pursuant to Section 6.2 or 6.3 hereof, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement. (j) The Company shall promptly deliver promptly to each Holder participating in an offering including any Warrant Securities pursuant to Sections 6.2 or 6.3 hereof who so requests and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement to each holder of Registrable Securities included for such registration statementin such Registration Statement pursuant to Section 7.3 hereof or Section 7.4 hereof requesting such correspondence and memoranda and to the managing underwriter, if any, of the offering in connection with which such Holder's Registrable Securities are being registered and shall permit each holder of Registrable Securities and such underwriter to do such reasonable investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such holder of Registrable Securities or underwriter shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulesrequest. (k) With respect to a registration pursuant to Section 6.3 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, provided that such managing underwriter(s) shall be satisfactory to the Company and each Holder and such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. (l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities, shall mean in excess of fifty percent (50%) of the outstanding Warrants or Warrant Securities that (i) are not held by the Company, an affiliate (excluding the Agent and any affiliate of the Agent), officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.