Common use of Demand Registration Clause in Contracts

Demand Registration. (1) At any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement public offering hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition Notwithstanding anything to the registration rights under this Section (i) at any time commencing one year after contrary contained herein, if the effective date of the Company shall not have filed a registration statement and expiring four (4for the Warrant Securities within the time period specified in Section 7.4(a) years thereafter, hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of Representative's the Warrants and/or Warrant Securities Securities, the Company shall have the rightoption, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.upon

Demand Registration. (1a) At any time commencing one year after the date hereof and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterdate, the Holders Holder of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) SECTION 7.1 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter _______________ and HoldersHolder, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders Holder and any other holders Holder of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) SECTION 7.2 by any Holder or Holders Holder(s) to all other registered Holders Holder(s) of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under SECTION 7.1 and subsection (a) of this Section (i) SECTION 7.2, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafterfrom the effective date, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; , provided, however, that the provisions of Section (i)(2SECTION 7.3(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in SECTION 7.3(a) hereof pursuant to the written notice specified in SECTION 7.2(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to SECTION 7.2(a) or (y) the expiration of the period specified in SECTION 7.3(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in SECTION 7.3(a) or (ii) the delivery of the written notice of election specified in this SECTION 7.2(d). The Company shall have no obligation to exercise the option that may be granted pursuant to the terms of this paragraph (d) of SECTION 7.2 hereof.

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Initial Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriters' Warrants, or the Majority in interest of the Underwriters' Securities (assuming the exercise of all of the Underwriters' Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), solely on one (1) occasion, a registration statement on Form SB-2 (or other appropriate form), and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, for a period of their respective Warrant Securities for nine (9) consecutive months months, of the Underwriters' Securities by such Holders and any other holders Holders of the Underwriters' Warrants and/or Warrant the Underwriters' Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice from described in Section 7(b)(2). The Holders of the Company of such requestUnderwriters' Warrants may demand registration without exercising the Underwriters' Warrants, and are never required to exercise same. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Underwriters' Warrants and the Warrant Underwriters' Securities within ten (10) business days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Underwriters' Warrants or Underwriters' Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriters' Warrants or Underwriters' Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an affiliate, officer, 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 have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1a) At any time commencing one year from after the effective date Closing Date of the registration statement public offering hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriter's Warrant, or the Majority in interest of the Underwriter's Securities (assuming the exercise of all of the WarrantsUnderwriter's Warrant) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form XX-0, X-0 or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, of their respective Warrant the Underwriter's Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Underwriter's Warrant and/or Warrant the Underwriter's Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Underwriter's Warrant may demand registration prior to exercising the Underwriter's Warrant, and may pay such exercise price from the Company proceeds of such requestpublic offering. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Warrants Underwriter's Warrant and the Warrant Underwriter's Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Underwriter's Warrant or Underwriter's Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriter's Warrant or Underwriter's Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an 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 have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under this Section (i9) at any time commencing one year after the effective date of the registration statement and expiring four five (45) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(29)(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at the higher of the Market Price per share of Common Stock and per Redeemable Warrant on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriter's Warrant, or the Majority in interest of the Underwriter's Securities (assuming the exercise of all of the WarrantsUnderwriter's Warrant) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form XX-0, X-0 or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, of their respective Warrant the Underwriter's Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Underwriter=s Warrant and/or Warrant the Underwriter's Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Underwriter's Warrant may demand registration prior to exercising the Underwriter's Warrant, and may pay such exercise price from the Company proceeds of such requestpublic offering. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Warrants Underwriter's Warrant and the Warrant Underwriter's Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Underwriter's Warrant or Underwriter's Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriter's Warrant or Underwriter's Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an 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 have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1) At any time commencing one year from the effective date of the registration statement hereof and expiring four (4) years thereafter, the Holders of the Underwriters' Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Underwriters' Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for nine (9) consecutive months by such Holders and any other holders of the Underwriters' Warrants and/or Warrant Securities Shares who notify the Company within ten (10) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Underwriters' Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement hereof and expiring four (4) years thereafter, the Holders of Representative's Underwriters' Warrants and/or Warrant Securities Shares shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant SecuritiesShares; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (4) The Company shall include such Underwriters' Warrants in the Registration Statement relating to this offering and shall keep such Registration Statement current at least until the expiration of such Underwriters' Warrants or shall bear all of the costs of a new registration statement in the event the Underwriters' Warrants are to be exercised.

Demand Registration. (1a) At any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Underwriter's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Underwriter's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the 6 7 "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be maybe necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Underwriter's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Underwriter's Warrants and/or Warrant Shares to all other registered Holders of the Underwriter's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one one(1) year after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafterfrom the effective date of the Registration Statement, the Holders of Representativea Majority of the Underwriter's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority

Demand Registration. (1a) At any time commencing one year from six months after the effective date of the registration statement Engagement Date and expiring four five (45) years thereafterafter the Engagement Date, the Holders of the Financial Advisor's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defineddefined in Section 9.4(k) hereof) of such securities (assuming the exercise of all of the Warrants) Financial Advisor's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement (including, but not limited to, a registration statement on Form S-3) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Financial Advisor's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Financial Advisor's Warrants and/or Warrant Shares to all other registered Holders of the Financial Advisor's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one (1) year after the effective date of the registration statement Closing Date and expiring four five (45) years thereafterafter the Closing Date, the Holders of Representativea Majority of the Financial Advisor's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority of the Financial Advisor's Warrants and/or Warrant Shares, the Company, at its option, may repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Financial Advisor's Warrant at such Market Price less the exercise price of such Financial Advisor's Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (1a) At Subject to the terms of this Agreement, at any time commencing one year from after the effective date of the registration statement and expiring four (4) years thereafterhereof, the Holders of at least 75% of the Warrants and/or Warrant then outstanding Holders' Securities representing may request registration under the Securities Act of all or part of their Holders' Securities on Form S-1 or S-3 or any similar registration (other than a "Majority" shelf registration); provided, that any such request shall cover either (as hereinafter definedi) at least 20% of such securities Holders' Securities calculated as of the date of this Agreement or (assuming ii) such smaller number to the exercise of extent it represents all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and remaining Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ' Securities. Within ten (10) days after receiving notice from the Company receipt of such request. (2) The Company covenants and agrees any request pursuant to this Section 3.01, CB&I will give written notice of any such request to all other Holders of Holders' Securities and will include in such registration request under all Holders' Securities with respect to which CB&I has received written requests for inclusion within thirty (30) days after delivery of CB&I's notice. All registrations requested pursuant to this Section 3.01 are referred to herein as "Demand Registrations." (b) CB&I will not include in any Demand Registration any Securities which are not Holders' Securities without the written consent of the Holders of a majority of the Holders' Securities to be included in such Demand Registration. If a Demand Registration is an underwritten public offering and the managing underwriters advise CB&I in writing that in their opinion the inclusion of the number of Holders' Securities and other Securities requested to be included creates a substantial risk that the price per share of Securities will be reduced, CB&I will include in such registration, prior to the inclusion of any Securities which are not Holders' Securities, the number of Holders' Securities requested to be included which in the opinion of such underwriters can be sold without creating such a risk, pro rata among the respective Holders of Holders' Securities on the basis of the number of Holders' Securities owned by such Holders, with further successive pro rata allocations among the Holders of Holders' Securities if any such Holder of Holders' Securities has requested the registration of less than all such Holders' Securities such Holder is entitled to register. (c) Notwithstanding any of the foregoing, CB&I shall not be obligated to effect any Demand Registration as follows: (i) by CB&I will not be obligated to effect more than one Demand Registration within any Holder or Holders twelve month period; (ii) CB&I will not be obligated to all other registered Holders of effect any Demand Registration during the Warrants and the Warrant Securities within ten (10) days from period starting on the date 60 days prior to CB&I's estimated date of filing of, and ending on the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after date 90 days immediately following the effective date of the of, any registration statement pertaining to Securities of CB&I sold by CB&I, provided that CB&I is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and expiring four provided further that CB&I may not, pursuant to this Section 3.01(c)(ii), delay implementation of a Demand Registration more than once in any twelve (412) years thereaftermonth period; (iii) With respect to any Demand Registration, if (A) the Supervisory Board reasonably and in good faith determines that such filing would be materially detrimental to CB&I or require a disclosure of a material fact that might reasonably be expected to have a Material Adverse Effect on CB&I or on any plan or proposal by CB&I or any of its subsidiaries to engage in any acquisition or disposition of assets or equity securities (other than in the ordinary course of business ) or any merger, consolidation, tender offer, material financing or other significant transaction and (B) CB&I shall furnish the Holders of Representative's Warrants and/or Warrant Holders' Securities shall who have requested a Demand Registration a certificate signed by an executive officer of CB&I to such effect, CB&I may postpone for up to ninety (90) days the right, exercisable by written request to filing or the Company, to have the Company prepare and file, on one occasion, with the Commission effectiveness of a registration statement so as to permit for a public offering and sale for nine (9) consecutive months by such Holders of its Warrant SecuritiesDemand Registration; provided, however, that CB&I may not postpone the provisions filing or effectiveness of a registration statement for a Demand Registration for more than ninety (90) days during any twelve (12) month period; and (iv) CB&I will not be obligated to effect any Demand Registration after CB&I has effected four (4) Demand Registrations pursuant to this Section (i)(2) hereof shall not apply to any 3.01, and such registration request and registration and all costs incident thereto shall be at the expense registrations have been declared or ordered effective; provided, however, that after consummation of the Holder First Reserve Deal, CB&I will not be obligated to effect any Demand Registration after CB&I has effected two (2) Demand Registrations pursuant to this Section 3.01, and such registrations have been declared or Holders making such requestordered effective.

Demand Registration. (1a) At any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterClosing, the Holders of the Representative's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defineddefined in Section 9.4(k) hereof) of such securities (assuming the exercise of all of the Warrants) Representative's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Representative's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Representative's Warrants and/or Warrant Shares to all other registered Holders of the Representative's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one (1) year after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafterfrom the effective date of the Registration Statement, the Holders of a Majority of the Representative's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority of the Representative's Warrants and/or Warrant Shares, the Company, at its option, may repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Representative's Warrant at such Market Price less the exercise price of such Representative's Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (1) At any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.that

Demand Registration. (a) If, at any time after the conclusion of the Applicable Holdback Period with respect to the First Public Offering, the Company shall receive a written request from (1) At any time commencing both the CVC US Securityholder Representative (on behalf of one year from or more of the effective entities comprising CVC US or their Permitted Transferees) and the FP Securityholder Representative (on behalf of one or more of the entities comprising FP or their Permitted Transferees) or (2) after the first anniversary of the date hereof, (A) either the CVC US Securityholder Representative (on behalf of one or more of the entities comprising CVC US or their Permitted Transferees) or the FP Securityholder Representative (on behalf of one or more of the entities comprising FP or their Permitted Transferees) or (B) the CVC Asia Pacific Securityholder Representative (on behalf of one or more of the CVC Asia Pacific Investors or their Permitted Transferees) (either of the foregoing, a “Demand Registration”) that the Company effect the registration under the Securities Act of all or a portion of such Requesting Securityholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give written notice of such requested registration at least 15 days prior to the anticipated filing date of the registration statement and expiring four (4) years thereafterrelating to such Demand Registration to each Non-Requesting Securityholder. Upon the Company’s giving notice of a requested registration, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (Company will use its best efforts to effect, as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to expeditiously as possible, the registration rights under Section the Securities Act of: (i) hereof), exercisable by written notice to the Company, to have Registrable Securities that the Company prepare has been so requested to register by the Requesting Securityholders and, if they are not Requesting Securityholders, any Institutional Securityholder, CVC Asia Pacific Investors, Peninsula, and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale each of their respective Warrant Permitted Transferees participating in such registration, then held by the Requesting Securityholders and such participating Institutional Securityholder, and (ii) subject to the restrictions set forth in Section 5.02, all other Registrable Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify same class or series as that requested to be registered by the Requesting Securityholders that are held by a Securityholder not covered by Section 5.01(a)(i) entitled to request the Company to effect an Incidental Registration pursuant to Section 5.02 (all such Securityholders, together with the Requesting Securityholders, the “Holders”) have requested the Company to register by written request received by the Company within ten (10) 15 days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; providedsuch written notice given by the Company, howeverall to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that the provisions of Section (i)(2) hereof Company shall not apply be obligated to any such registration request and registration and all costs incident thereto shall effect a Demand Registration unless the gross aggregate proceeds expected to be at received from the expense sale of the Holder Common Shares requested to be included in such Demand Registration equal or Holders making such requestexceed $25,000,000 or, in the case of a Shortform Registration, $5,000,000. In no event will the Company be required to effect more than one Demand Registration hereunder within any four-month period and the CVC Asia Pacific Securityholder Representative shall not be entitled to make more than two requests for Demand Registrations.

Demand Registration. (1a) At any time For a period commencing one year on the Effective Date, and ending five (5) years from the effective date of the registration statement and expiring four (4) years thereafterClosing Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representatives and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from after the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, for a period commencing on the Effective Date, and ending five (i5) at any time commencing one year after years from the effective date Closing Date, unless all of the registration statement Warrants issued and expiring four (4) years thereafter, issuable have been exercised and the Holders of Representative's the Warrant shares have received a written opinion of Company counsel, reasonably satisfactory in form and substance to such Holders, to the effect that all of the Warrant Shares are freely resalable pursuant to Rule 144(k) promulgated under the Act, any Holder of Warrants and/or Warrant Securities Shares shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Shares, provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 8 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i9) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under this Section (i) 9 at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(29(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Representative's Warrant, or the Majority in interest of the Representative's Securities (assuming the exercise of all of the WarrantsRepresentative's Warrant) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form XX-0, X-0 or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, of their respective Warrant the Representative's Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Representative's Warrant and/or Warrant the Representative's Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Representative's Warrant may demand registration prior to exercising the Representative's Warrant, and may pay such exercise price from the Company proceeds of such requestpublic offering. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Warrants Representative's Warrant and the Warrant Representative's Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Representative's Warrant or Representative's Securities, shall mean in excess of fifty percent (50%) of the then outstanding Representative's Warrant or Representative's Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an 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 have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Initial Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriter's Warrants, or the Majority in interest of the Underwriter's Securities (assuming the exercise of all of the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form XX-0, X-0 or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, for a period of their respective Warrant Securities for nine (9) consecutive months months, of the Underwriter's Securities by such Holders and any other holders Holders of the Underwriter's Warrants and/or Warrant the Underwriter's Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Underwriter's Warrants may demand registration prior to exercising the Underwriter's Warrants, and may pay such exercise price from the Company proceeds of such requestpublic offering. (21) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Underwriter's Warrants and the Warrant Underwriter's Securities within ten (10) calendar days from the date of the receipt of any such registration request. (32) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Underwriter's Warrants or Underwriter's Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriter's Warrants or Underwriter's Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an 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 have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1a) At Subject to the terms of this Agreement, at any time commencing one year from after the effective date of the registration statement and expiring four (4) years thereafterhereof, the Holders of at least 75% of the Warrants and/or Warrant then outstanding Holders' Securities representing may request registration under the Securities Act of all or part of their Holders' Securities on Form S-1 or S-3 or any similar registration (other than a "Majority" shelf registration); provided, that any such request shall cover either (as hereinafter definedi) at least 20% of such securities Holders' Securities calculated as of the date of this Agreement or (assuming ii) such smaller number to the exercise of extent it represents all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and remaining Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ' Securities. Within ten (10) days after receiving notice from the Company receipt of such request. (2) The Company covenants and agrees any request pursuant to this Section 3.01, CB&I will give written notice of any such request to all other Holders of Holders' Securities and will include in such registration request under all Holders' Securities with respect to which CB&I has received written requests for inclusion within thirty (30) days after delivery of CB&I's notice. All registrations requested pursuant to this Section 3.01 are referred to herein as "Demand Registrations." (b) CB&I will not include in any Demand Registration any Securities which are not Holders' Securities without the written consent of the Holders of a majority of the Holders' Securities to be included in such Demand Registration. If a Demand Registration is an underwritten public offering and the managing underwriters advise CB&I in writing that in their opinion the inclusion of the number of Holders' Securities and other Securities requested to be included creates a substantial risk that the price per share of Securities will be reduced, CB&I will include in such registration, prior to the inclusion of any Securities which are not Holders' Securities, the number of Holders' Securities requested to be included which in the opinion of such underwriters can be sold without creating such a risk, pro rata among the respective Holders of Holders' Securities on the basis of the number of Holders' Securities owned by such Holders, with further successive pro rata allocations among the Holders of Holders' Securities if any such Holder of Holders' Securities has requested the registration of less than all such Holders' Securities such Holder is entitled to register. (c) Notwithstanding any of the foregoing, CB&I shall not be obligated to effect any Demand Registration as follows: (i) by CB&I will not be obligated to effect more than one Demand Registration within any Holder or Holders twelve month period; (ii) CB&I will not be obligated to all other registered Holders of effect any Demand Registration during the Warrants and the Warrant Securities within ten (10) days from period starting on the date 60 days prior to CB&I's estimated date of filing of, and ending on the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after date 90 days immediately following the effective date of the of, any registration statement pertaining to Securities of CB&I sold by CB&I, provided that CB&I is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and expiring four provided further that CB&I may not, pursuant to this Section 3.01(c)(ii), delay implementation of a Demand Registration more than once in any twelve (412) years thereaftermonth period; (iii) With respect to any Demand Registration, if (A) the Supervisory Board reasonably and in good faith determines that such filing would be materially detrimental to CB&I or require a disclosure of a material fact that might reasonably be expected to have a Material Adverse Effect on CB&I or on any plan or proposal by CB&I or any of its subsidiaries to engage in any acquisition or disposition of assets or equity securities (other than in the ordinary course of business ) or any merger, consolidation, tender offer, material financing or other significant transaction and (B) CB&I shall furnish the Holders of Representative's Warrants and/or Warrant Holders' Securities shall who have requested a Demand Registration a certificate signed by an executive officer of CB&I to such effect, CB&I may postpone for up to ninety (90) days the right, exercisable by written request to filing or the Company, to have the Company prepare and file, on one occasion, with the Commission effectiveness of a registration statement so as to permit for a public offering and sale for nine (9) consecutive months by such Holders of its Warrant SecuritiesDemand Registration; provided, however, that CB&I may not postpone the provisions filing or effectiveness of a registration statement for a Demand Registration for more than ninety (90) days during any twelve (12) month period; and (iv) CB&I will not be obligated to effect any Demand Registration after CB&I has effected two (2) Demand Registrations pursuant to this Section (i)(2) hereof shall not apply to any 3.01, and such registration request and registration and all costs incident thereto shall be at the expense of the Holder registrations have been declared or Holders making such requestordered effective.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement public offering hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time time, commencing one year from six (6) months after the effective date of the registration statement and expiring four (4) years thereafterfor the initial public offering of the Company, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Warrants and/or Warrant Securities shall have the right on one occasion (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement on Form S-3 or similar form and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Securities so as to allow the unrestricted sale of the Warrant Securities to the public from time to time until all of the Warrant Shares requested to be registered by the Requesting Holders have been sold (the "Registration Period"). (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Securities to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafterfor the initial public offering of the Company, the Holders of Representative's Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesSecurities from time to time during the Registration Period; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1) At any time commencing one (1) year from and expiring five (5) years after the effective date of the registration statement and expiring four Company's Registration Statement relating to the Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or and the Warrant Securities Shares representing at least a "Majority" Majority (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form X-0, XX-0 (or other appropriate form, including, without limitation, a post-effective amendment to the Company's Registration Statement) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the 1933 Act, so as to permit a public offering and sale sale, for a period of their respective Warrant Securities for nine (9) consecutive months months, of the Warrant Shares by such Holders and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice from described in the Company of such request. (2) succeeding sentence. The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders Holder(s) to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3) In addition . For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Warrants or Warrant Shares, shall mean in excess of fifty percent (50%) of the then outstanding Warrants or Warrant Shares that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an affiliate, officer, director, 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 have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such under the 1933 Act. The Holders of its Warrant Securities; providedthe Warrants may demand registration without exercising the Warrants, however, that the provisions of Section (i)(2) hereof and shall not apply never be required to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestexercise same.

Demand Registration. (1) At any Further, on a one-time basis only, during the period commencing one year from with the effective date of the Company's initial registration statement under the 1933 Act and expiring four ending five (45) years thereafterafter the date of this Warrant, upon request by the Holder or Holders of a majority in interest of the total number of shares underlying Agents' Warrants issued pursuant to the Agency Agreement, and of any shares acquired upon exercise of the Agents' Warrants, the Company will promptly take all necessary steps to register or qualify, under the 1933 Act and the securities laws of such states as the Holders may reasonably request, such number of Warrant Shares issued and to be issued upon exercise of the Warrants requested by such Holders in their request to the Company. If Form S-3 is not available, the Company will have no obligation to effect the registration provided for by this Section 9(b) until such time as Form S-3 is available. After a demand for registration has been made by a Holder or Holders of the requisite number of Agents' Warrants or Warrant Shares, the Company will give written notice of the demand registration to all Holders of this Warrant, of any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and of any Warrant Shares and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder), the Company will cause all such Warrant Shares, the Holders of which shall have requested the Warrants and/or Warrant Securities representing registration or qualification thereof, to be included in such demand registration statement. With respect to a "Majority" (as hereinafter defined) demand registration statement pursuant to this Section 9(b), the selling Holders shall pay the fees and disbursements of such securities (assuming special counsel and accountants for the exercise of selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders' shares, and the Company shall pay all other costs and expenses of the Warrants) shall have the right (which right is in addition registration, including but not limited to the registration rights under Section (i) hereof)all registration, exercisable by written notice to filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to have the be offered are to be registered or qualified. The Company prepare shall keep effective and file with the Securities and Exchange Commission (the "Commission")maintain any registration, on one occasionqualification, a registration statement and notification, or approval specified in this Section 9(b) for such other documents, including a prospectus, period as may be reasonably necessary for such Holder or Holders of such Warrant Shares to dispose thereof and from time to time shall amend or supplement the prospectus used in connection therewith to the opinion of both counsel for the Company and counsel for the Underwriter and Holders, extent necessary in order to comply with applicable law. The Company need not maintain the provisions effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the ActHolders, so as to permit a public offering and sale of their respective Warrant Securities for more than nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after following the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestthereof.

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriters' Warrant, or the Majority in interest of the Underwriters' Securities (assuming the exercise of all of the WarrantsUnderwriters' Warrant) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form XX-0, X-0 or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, of their respective Warrant the Underwriters' Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Underwriters' Warrant and/or Warrant the Underwriters' Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Underwriters' Warrant may demand registration prior to exercising the Underwriters' Warrant, and may pay such exercise price from the Company proceeds of such requestpublic offering. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Warrants Underwriters' Warrant and the Warrant Underwriters' Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Underwriters' Warrant or Underwriters' Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriters' Warrant or Underwriters' Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an 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 have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1a) At any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Representatives' Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Representatives' Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Representatives' Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Representatives' Warrants and/or Warrant Shares to all other registered Holders of the Representatives' Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one (1) year after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafterfrom the effective date of the Registration Statement, the Holders of Representative's a Majority of the Representatives' Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority of the Representatives' Warrants and/or Warrant Shares, the Company, at its option, may repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Representatives' Warrant at such Market Price less the Exercise Price of such Representatives' Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (iwhether such request is made pursuant to Section 7.3(a) or 7.3(c) hereof) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under this Section (i) 7.2 and Section 7.3(a), at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder(s) of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and filefile with the Commission, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder(s) of its or their Warrants and/or Warrant Securities; provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders Holders) making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at the higher of the Market Price per share of Common Stock, determined as of (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale by such Holders and any other Holders of the Warrants and/or Warrant Shares who notify the Company within fifteen (15) days after the Company mails notice of such request pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Securities Shares for the earlier of (i) nine (9) consecutive months by such Holders and any other holders or (ii) until the sale of all of the Warrants and/or Warrant Securities who notify Shares requested to be registered by the Company within ten (10) days after receiving notice from the Company of such requestRequesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one year after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their respective Warrant Shares for the earlier of (i) nine (9) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders of its Warrant SecuritiesHolders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority of the Warrants and/or Warrant Shares, the Company, at its option, may repurchase (1) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Warrants at such Market Price less the exercise price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (1a) At any time time, commencing one year hundred twenty (120) days from the effective date of this Agreement and during the registration statement and expiring four (4) years thereafterWarrant Exercise Term, the Holders of the Warrants and/or Warrant Securities representing a any "MajorityMajority Holder" (as hereinafter definedsuch term is defined in Section 6.4(d) below) of such securities (assuming the exercise of all of the Warrants) Registrable Securities shall have the right (which right is in addition to the piggyback registration rights provided for under Section (i) 6.3 hereof), exercisable by written notice to the CompanyCompany (the "Demand Registration Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, at the sole expense of the Company, a registration statement Registration Statement and such other documents, including a prospectus, as may be necessary (in the opinion of both counsel for the Company and counsel for the Underwriter and Holderssuch Majority Holder), in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant the Registrable Securities by the holders thereof, for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such requestmonths. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders Demand Registration Request to all other registered Holders holders of the Warrants and the Warrant Registrable Securities within ten (10) days from the date of the Company's receipt of any such registration requestDemand Registration Request. After receiving notice from the Company as provided in this Section 6.4(b), holders of Registrable Securities may request the Company to include their Registrable Securities in the Registration Statement to be filed pursuant to Section 6.4(a) hereof by notifying the Company of their decision to include such securities within twenty (20) days of their receipt of the Company's notice. (3c) In addition to the registration rights provided for under Section 6.3 and subsection (a) of this Section (i) 6.4, at any time commencing one year after during the effective date Warrant Exercise Term, any Majority Holder (as defined below in Section 6.4(d)) of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Registrable Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and filefile with the Commission, on one occasionoccasion in respect of all holders of Registrable Securities, with the Commission a registration statement Registration Statement so as to permit a public offering and sale of such Registrable Securities for nine (9) consecutive months by such Holders of its Warrant Securities; months, provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.holders of the Registrable Securities included in such

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Representative's Warrant, or the Majority in interest of the Representative's Securities (assuming the exercise of all of the WarrantsRepresentative's Warrant) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form S-1 or SB-2 or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, of their respective Warrant the Representative's Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Representative's Warrant and/or Warrant the Representative's Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice from the Company of such requestdescribed in Section 7(b)(2). (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Warrants Representative's Warrant and the Warrant Representative's Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Representative's Warrant or Representative's Securities, shall mean in excess of fifty percent (50%) of the then outstanding Representative's Warrant or Representative's Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an 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 have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (a) Subject to the provisions of Section 2.7, at any time and from time to time on or after the the closing of the Transactions, each of (i) the Gores Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Gores Holders (the “Gores Demanding Holders”), (ii) the Parent Demanding Holders, and (iii) Parent (together with the Gores Demanding Holders, the Parent Demanding Holders, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on (1) At Form F-1 or (2) if available, Form F-3, which in the case of either clause (1) or (2), may be a shelf Registration Statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration (and, in any time commencing one year from the effective date event, within twenty days of the registration statement and expiring four (4) years thereafterits receipt of such Demand Registration, the notify, in writing all other Holders of the Warrants and/or Warrant Registrable Securities representing a "Majority" (as hereinafter defined) of such securities demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (assuming the exercise each such Holder that includes all or a portion of all of the Warrantssuch Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to so notify the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission")in writing, on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such requestwritten notification from a Requesting Holder(s) to the Company, subject to Section 2.2(d), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. (2b) The Company covenants Notwithstanding the provisions of Section 2.2(a) or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and agrees to give written notice of any registration request under this Section until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any Holder stop order or Holders to all other registered Holders injunction of the Warrants Commission, federal or state court or any other governmental agency, the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (1) such stop order or injunction is removed, rescinded or otherwise terminated, and (2) a majority-in-interest of the Warrant Securities within Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than ten (10) days from after the date removal, rescission or other termination of such stop order or injunction, of such election; provided, further, that the receipt of any such registration requestCompany shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration by the same Demand Holder becomes effective or is subsequently terminated. (3c) In addition Subject to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(22.2(d) hereof shall not apply and Section 2.7, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to any such registration request and registration and all costs incident thereto Demand Registration shall be at in the expense form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.2(c), subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Company and the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration, which Underwriter(s) shall be reasonably satisfactory to the Company. (d) If a Demand Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that, in its opinion, the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Registrable Securities or other equity securities that the Company desires to sell for its own account and the Registrable Securities, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the total amount of Registrable Securities held by each such Demanding Holder and Requesting Holder (if any) (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities or Holders making other equity securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such requestpersons and that can be sold without exceeding the Maximum Number of Securities.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the The Holders representing a Majority of the Warrants and/or and Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Shares shall have the right (which right is in addition to the registration rights under Section (i) hereof9.2), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities Holders who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) (collectively, the "Requesting Holders") of their Warrants and Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrants and Warrant Shares requested to be registered by the Requesting Holders. Registration and all costs incidental to such registration shall be at the expense of the Company. (2b) The Company covenants and agrees to shall give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Warrants and Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter9.3, the Holders of Representative's a Majority of the Warrants and/or and Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their Warrants and Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto incidental to such registration shall be shared equally between the Holder or Holders making such request and the Company. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under this Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) In addition to the registration rights under Section 9.2 and subsections (a) and of this Section 9.3, the Holders of a Majority of the Warrants and Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company prepare and file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their Warrants and Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, registration and all costs incidental to such registration shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) or Section 9.3(c) then the Holders may not exercise their rights under this Section 9.3(d) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a) or 9.3(c). (e) Notwithstanding anything to the contrary contained in this Agreement, if the Company has not filed a registration statement for the Warrants and Warrant Shares within the time period specified in Section 9.4(a) pursuant to the written notice specified in Section 9.3(a), 9.3(c) or 9.3(d) of the Holders of a Majority of the Warrants and Warrant Shares, the Company shall repurchase (i) any and all Warrant Shares at the higher of the Market Price per share of Common Stock on (A) the date of the notice sent pursuant to Section 9.3(a), 9.3(c) or 9.3(d), as the case may be, or (B) the expiration of the period specified in Section 9.4(a) and (ii) any and all Warrants at such Market Price less the Common Stock Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(e).

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under this Section (i9) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(29)(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1) At any time commencing one year from on the ------------------- first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriters' Warrant, or the Majority in interest of the Underwriters' Securities (assuming the exercise of all of the WarrantsUnderwriters' Warrant) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form XX-0, X-0 or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, of their respective Warrant the Underwriters' Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Underwriters' Warrant and/or Warrant the Underwriters' Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Underwriters' Warrant may demand registration prior to exercising the Underwriters' Warrant, and may pay such exercise price from the Company proceeds of such requestpublic offering. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Warrants Underwriters' Warrant and the Warrant Underwriters' Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Underwriters' Warrant or Underwriters' Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriters' Warrant or Underwriters' Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an 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 have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement Engagement Date and expiring four five (45) years thereafterafter the Engagement Date, the Holders of the Financial Advisor's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defineddefined in Section 9.4(k) hereof) of such securities (assuming the exercise of all of the Warrants) Financial Advisor's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement (including, but not limited to, a registration statement on Form S-3) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Financial Advisor's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Financial Advisor's Warrants and/or Warrant Shares to all other registered Holders of the Financial Advisor's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one (1) year after the effective date of the registration statement Closing Date and expiring four five (45) years thereafterafter the Closing Date, the Holders of Representativea Majority of the Financial Advisor's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority of the Financial Advisor's Warrants and/or Warrant Shares, the Company, at its option, may repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Financial Advisor's Warrant at such Market Price less the exercise price of such Financial Advisor's Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. Without limitation to Section 7.1(b) above: (1a) At any time commencing one year from the effective date of the registration statement and expiring four (4) years thereaftertime, the Holders of the Representative's Warrants and/or other Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months (or such shorter period which shall terminate when all of the Warrant Securities covered by such registration statement have been sold pursuant thereto) by such Holders and any other holders Holders of the Representative's Warrants and/or other Warrant Securities who notify the Company within ten (10) 10 days after receiving notice from the Company of such request; provided, however, that, the Company shall not be obligated to file any such registration statement pursuant to this Section 7.3(a) so long as the Registration Statement (as it may hereafter be amended) remains effective and the prospectus contained therein remains current, provided such Registration Statement (as it may hereafter be amended) covers the public offering and sale of all of the Warrant Securities by the Representative and the other Holders, if any, of the Representative's Warrants and/or other Warrant Securities. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Representative's Warrants and the and/or other Warrant Securities within ten (10) 10 days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 hereof and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereaftertime, the any Holders of Representative's Warrants and/or other Warrant Securities representing a Majority of such securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months (or such shorter period which shall terminate when all of the Warrant Securities covered by such Holders registration statement have been sold pursuant thereto) by any such Holder of its Warrant Securities; provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement February 26, 2000 and expiring four (4) years thereafteron the Expiration Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Warrants and/or Warrant Shares shall have the right on one occasion (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares so as to allow the unrestricted sale of the Warrant Shares to the public from time to time until the earlier of the following: (i) the Expiration Date, or (ii) the date on which all of the Warrant Shares requested to be registered by the Requesting Holders have been sold (the "Registration Period"). (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one year after the effective date of the registration statement February 26, 2000 and expiring four (4) years thereafteron the Expiration Date, the Holders of Representative's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares from time to time until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Shares requested to be registered by such Holders have been sold; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities to repurchase (i) any and all Warrant Securities at the higher of the Market Price per Share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing after , 1998 (one (1) year from the effective date of the registration statement Effective Date) through and expiring four including , 2002 (4five (5) years thereafterfrom the Effective Date), the Holders of the Underwriter's Warrants and/or Warrant Securities and Shares underlying the Underwriter's Warrants, representing a "Majority" (as hereinafter defined) of such securities the shares of Common Stock issued or issuable upon the exercise of the Underwriter's Warrants (assuming the exercise of all of the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasionoccasion only, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Underwriter's Warrants and Shares for at least nine (9) consecutive months by such Holders and any other holders Holders of the Underwriter's Warrants and/or Warrant Securities and the Shares who shall notify the Company within ten (10) days after receiving notice from the Company of such request. Such registration and all costs incident thereof shall be at the expense of the Company, as provided in Section 7.4(b). (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Underwriter's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after within the effective date time period specified in Section 7.4(a) hereof, through and including ___________, 2002 (five (5) years from the Effective Date), any Holder of the registration statement and expiring four (4) years thereafter, the Holders of RepresentativeUnderwriter's Warrants and/or Warrant Securities Shares, representing a "Majority" (as hereinafter defined) of the shares of Common Stock issued or issuable upon the exercise of the Underwriter's Warrants (assuming the exercise of all of the Underwriter's Warrants) shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; shares, provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) The Company and the Holders agree that the Holders of Underwriters Warrants and Shares (the "Securities") will suffer damages if the Company fails to fulfill its obligations under this Section 7.3. In the event that the holders of the Securities are required to initiate suit or arbitration to enforce their rights under this Section 7, then the Company shall pay all reasonable costs and expenses, including attorney's fees incurred by the Holders in connection therewith.

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriter's Warrant, or the Majority in interest of the Underwriter's Securities (assuming the exercise of all of the WarrantsUnderwriter's Warrant) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement and such on Form SB-2, S-1 or other appropriate form, xxx xxxx other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, of their respective Warrant the Underwriter's Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Underwriter=s Warrant and/or Warrant the Underwriter's Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Underwriter's Warrant may demand registration prior to exercising the Underwriter's Warrant, and may pay such exercise price from the Company proceeds of such requestpublic offering. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Warrants Underwriter's Warrant and the Warrant Underwriter's Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Underwriter's Warrant or Underwriter's Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriter's Warrant or Underwriter's Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an 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 have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at the higher of the Market Price per share of Common Stock and per Redeemable Warrant on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasionoccasion only, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities Shares shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasionoccasion only, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant SecuritiesShares; provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and the registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Shares, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Shares requesting such registration, repurchase (i) any and all Warrant Shares of such Holders at the higher of the Exercise Price or Market Price per Warrant Share on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a), and (ii) any and all Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (1a) At any time commencing one year after the date hereof and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterhereof, the Holders Holder of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable ------- by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and HoldersHolder, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders Holder and any other holders Holder of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders Holder to all other ------- registered Holders Holder of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and ------- subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof ------- and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any ------- such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders Holder making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the ------- written notice specified in Section 7.3(a) of a Majority of the Holder of the ------- Warrants and/or Warrant Securities, the Company shall have the option, (but not the obligation), to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in ------- Section

Demand Registration. (1a) At any time commencing one (1) year after the date hereof and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterhereof, the Holders Holder of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representatives and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders Holder and any other holders Holder of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders Holder of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holder of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holder of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement on ________, 1998 and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) more than 50% of such securities at that time outstanding (assuming the exercise of all of the Warrants) ), shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, Holders in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or the majority of the Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement on ________, 1998 and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities representing more than 50% of such securities at the time outstanding (assuming the exercise of all of the Warrants) shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; provided, however, that the provisions of Section (i)(27.5(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterClosing, the Holders of the Representative's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Representative's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Representative's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Representative's Warrants and/or Warrant Shares to all other registered Holders of the Representative's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one (1) year after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafterfrom the effective date of the Registration Statement, the Holders of a Majority of the Representative's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority of the Representative's Warrants and/or Warrant Shares, the Company, at its option, may repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Representative's Warrant at such Market Price less the exercise price of such Representative's Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (1a) The Company shall use its commercially reasonable efforts to qualify and remain qualified to register securities on Form S-3 (or any successor form) under the Securities Act. At any time commencing one year from after [________ [DATE SIX MONTHS AFTER THE CLOSING]] and prior to [________ [DATE ONE YEAR AFTER THE CLOSING]] in the effective date event (i) the Company does not complete a Piggy-Back Registration (as defined in Section 3 hereof) by [________[DATE SIX MONTHS AFTER THE CLOSING]] or (ii) the Company does complete a Piggy-Back Registration (as defined in Section 3 hereof) by [________[DATE SIX MONTHS AFTER THE CLOSING]], but the Holders are cutback in the number of Registrable Securities they may register pursuant to Section 3 hereof or are not permitted to participate in such registration due to limitations related to the pooling of interests accounting treatment of the registration statement Merger (as defined in the Merger Agreement), at least two (2) Holders may notify the Company that they intend to offer or cause to be offered for public sale, and expiring four request that the Company register under the Securities Act for public sale, at least 75,000 shares of Registrable Securities held by the Holders (4as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or other similar changes in the Registrable Securities) years thereafterand up to twenty percent (20%) of the Registrable Securities held by the Holders in the manner specified in such notice. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Holders of Registrable Securities who shall then have thirty (30) days to notify the Warrants and/or Warrant Securities representing a "Majority" Company in writing of their desire to have up to twenty percent (as hereinafter defined20%) of the Registrable Securities held by them included in such securities registration. In the event any Holders elect to have less than twenty percent (assuming the exercise of all 20%) of the Warrants) Registrable Securities held by them included in such registration, the remaining Holders shall have the right (which right is election to have additional Registrable Securities included in addition such registration on a pro rata basis based on their respective holdings of Registrable Securities in an aggregate number equal to the registration rights under Section (i) hereof), exercisable by written notice to number of Registrable Securities that such Holders have elected in the Company, aggregate not to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and included in such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securitiesregistration; provided, however, that the provisions of Section (i)(2) hereof Company shall not apply under any circumstances be required to any register in the aggregate more than twenty percent (20%) of the number of Registrable Securities. The Company shall make a reasonable effort to contact each remaining Holder and solicit such Holder's interest in having additional Registrable Securities included in such registration in accordance with the preceding sentence. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Holder to include Registrable Securities in such registration and all costs incident thereto shall be conditioned upon such Holder's participation in such underwritten public offering and the inclusion of such Holder's Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its commercially reasonable efforts to expeditiously effect the registration under the Securities Act of all Registrable Securities requested for inclusion in such registration in accordance with the terms hereof and to qualify such Registrable Securities for sale under any state blue sky law; PROVIDED, HOWEVER, that the Company shall not be required to effect a registration pursuant to a request under this Section 2 more than one (1) time. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within sixty (60) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering. The Company may postpone the filing or the effectiveness of any registration statement required to be filed pursuant to this Section 2 for a reasonable time period, provided that such postponements shall not exceed sixty (60) days in the aggregate, if the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board determines in good faith that such disclosure is not in the best interests of the Company and its stockholders. A registration will not count as a requested registration under this Section 2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission at the expense request of the Holder initiating holders; PROVIDED, HOWEVER, that a majority of the participating Holders of Registrable Securities may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) but not yet been declared effective, and such Holders may thereafter request the Company to reinstate such Registration Statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 2(a) if the participating holders reimburse the Company for all Registration Expenses incurred in connection with such withdrawn registration. (b) If a requested registration involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number, reasonably deemed satisfactory by such managing underwriter, PROVIDED that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons (other than Persons holding Registrable Securities) not having any contractual incidental or "piggyback" registration rights or securities held by any other Persons (other than Persons holding Registrable Securities) having contractual incidental or "piggyback" registration rights subordinate in priority to the registrations rights granted to the Holders making hereunder, (ii) second, securities sought to be registered by the Company, (iii) third, Registrable Securities of holders who are not Holders, (iv) fourth, Registrable Securities held by the Holders or securities held by other Persons having contractual incidental or "piggyback" registration rights equal in priority to the registrations rights granted to the Holders hereunder and (v) fifth, securities held by any other Persons (other than Persons holding Registrable Securities) having contractual incidental or "piggyback" registration rights superior in priority to the registrations rights granted to the Holders hereunder. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clause (i), (ii), (iii), (iv) or (v) above, such requestreduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche and subject to the priorities set forth in the preceding sentence). (c) With respect to a request for registration pursuant to Section 2(a) which is for an underwritten public offering, the managing underwriter shall be chosen by the Holders holding not less than a majority of the Registrable Securities to be included in such registration, subject to the Company's consent, which consent shall not be unreasonably withheld. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan on Form S-8 or a transaction to which Rule 145 of the Securities Act is applicable) to become effective within one hundred eighty (180) days following the effective date of any registration required pursuant to this Section 2.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representatives and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine six (96) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition Notwithstanding anything to the registration rights under this Section (i) at any time commencing one year after contrary contained herein, if the effective date of the Company shall not have filed a registration statement and expiring four (4for the Warrant Securities within the time period specified in Section 7.4(a) years thereafter, hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of Representative's the Warrants and/or Warrant Securities, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities shall have the rightrequesting such registration, exercisable by written request to the Company, to have the Company prepare repurchase (i) any and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by all Warrant Securities of such Holders at the higher of its Warrant Securities; providedthe Market Price per share of Common Stock and per Redeemable Warrant, however, that determined as of (x) the provisions date of the notice sent pursuant to Section 7.3(a) or (i)(2y) hereof shall not apply to the expiration of the period specified in Section 7.4(a) and (ii) any such registration request and registration and all costs incident thereto Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be at in immediately available funds and shall close within two (2) days after the expense later of (i) the expiration of the Holder period specified in Section 7.4(a) or Holders making such request(ii) the delivery of the written notice of election specified in this Section 7.3(c).

Demand Registration. (1a) At any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Placement Agent's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Placement Agent's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Placement Agent's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Placement Agent's Warrants and/or Warrant Shares to all other registered Holders of the Placement Agent's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one (1) year after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafterfrom the effective date of the Registration Statement, the Holders of Representativea Majority of the Placement Agent's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority of the Placement Agent's Warrants and/or Warrant Shares, the Company, at its option, may repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Placement Agent's Warrant at such Market Price less the exercise price of such Placement Agent's Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (1a) At any time commencing one year from on April __, 1998 and expiring four years thereafter which date is the fifth anniversary of the effective date of the registration statement and expiring four Registration Statement. (4) years thereafteror such earlier time as the Warrant Securities are eligible for sale under Rule 144(k)), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.1 hereof), exercisable by written notice to the Company, to have require the Company to prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasionoccasion only, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Underwriters and Holders, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months (subject to the provisions of Section 7.2(d) below) by any such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company of their decision to join therein within ten (10) 15 days after receiving notice from the Company of such requestprovides notice pursuant to Section 7.2(b) below. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders 7.2 to all other registered Holders of the Warrants and and/or the Warrant Securities within ten (10) 10 days from the date of the receipt of any such registration request. (3c) In addition Notwithstanding the provisions of Sections 7.2(a), any time during which the Company is obligated to maintain the effectiveness of a registration statement pursuant to such Section 7.2(a), the Board of Directors of the Company, after consultation with counsel to the Company (which counsel shall be experienced in securities matters) has determined in good faith that the filing of such registration rights under this Section statement or the compliance by the Company with its disclosure obligations thereunder would require the disclosure of material information which the Company has a bona fide business purpose for preserving as confidential, then the Company may delay the filing or the effectiveness of such registration statement (if not then filed or effective, as appropriate) and shall not be required to maintain the effectiveness thereof for a period expiring upon the earlier to occur of (i) at any time commencing one year the date on which such information is disclosed to the public or ceases to be material or the Company is so able to comply with its disclosure obligations or (ii) 60 days after the effective date Board of Directors makes such good faith determination. There shall not be more than one such delay period with respect to any registration pursuant to Section 7.2(a). Notice of any such delay period and of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable termination thereof will be promptly delivered by written request to the Company, to have the Company prepare to each Holder and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making maintained in confidence by each such requestHolder.

Demand Registration. (1) At any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to Whenever the Company, to have at any time after the date hereof, shall receive a written request therefor (a "Demand") from the Holder or Holders of an aggregate of at least a fifty-one (51 %) percent of the outstanding Warrants (based on the number of shares which may be purchased on exercise) and Registrable Shares, taken together, the Company shall promptly prepare and file with the Securities and Exchange Commission Commission, not later than the (60th) day after the Company receives such request (the "CommissionFiling Deadline"), on one occasion, a registration statement and under the Act covering the sale by such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions Holder or Holders of the Actnumber of Registrable Shares which are the subject of such request and shall use its best efforts to cause such registration statement to promptly become effective and to remain effective for at least nine months or, so as to permit a public offering and sale of their respective Warrant Securities for nine (9if sooner, until all Registrable Shares included in such registration have been sold by the Holder(s) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company thereof. In addition, upon its receipt of such request. (2) , the Company shall give prompt written notice to all other Holders that such registration is to be effected. The Company covenants and agrees shall also include in such registration statement such number of Registerable Shares which it has received written requests to give register the sale thereof by such other Holders within 20 days after the Company's written notice of any to such other Holders. If a registration request statement filed pursuant to a Demand under this Section paragraph (b) becomes effective and remains effective for at least 90 days (whether or not consecutive) during the nine month period following the date of initial effectiveness, the Company shall not be required to file any additional registration statements pursuant to this paragraph (b). The Company shall not be required to file a registration statement under this paragraph (b) with respect to any Demand received after January 31, 2002. Notwithstanding the foregoing provisions of this paragraph (b) to the contrary, if (i) by any Holder or Holders to all other registered Holders of after receiving a Demand the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such Company files a Company-initiated registration request. (3) In addition statement, prior to the Filing Deadline, for a registration rights under this Section in which the Holders are entitled to participate pursuant to the foregoing paragraph (i1) at any time commencing one year after (a) "Piggyback Registration Statement"), (ii) the effective date of Company complies with the foregoing paragraph (1) in connection with such Piggyback Registration Statement, and (iii) the Piggyback Registration Statement includes the registration statement and expiring four (4) years thereafter, of all the Registrable Shares requested to be registered by the Holders of Representative's Warrants and/or Warrant Securities shall have the rightpursuant to such Demand, exercisable by written request to the Company, to have then the Company prepare and file, on one occasion, with the Commission shall not be required to file a registration statement so as under this paragraph pursuant to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof Demand. Any such Piggyback Registration Statement shall not apply constitute a registration statement filed pursuant to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requesta Demand under this paragraph (b).

Demand Registration. (1a) At any time commencing one year from following the effective date of the registration statement and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file filing with the United States Securities and Exchange Commission (the "Commission"), ) by Warner of its Annual Report on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel Form 10-K for the Company and counsel for the Underwriter and Holdersfiscal year ended December 31, in order to comply with the provisions 1995, upon receipt by Warner of a written request executed by one or more of the Act, so as Releasees receiving Settlement Shares (the "Initiating Holder") requesting registration of a number of shares of Common Stock at least equal to permit a public offering and sale of their respective Warrant Securities for nine (9i) consecutive months by such Holders and any other holders thirty percent (30%) or more of the Settlement Shares and the shares of Common Stock underlying the Warrants and/or (the "Warrant Securities who notify Shares") then held by the Company within ten Holders or (10ii) days after receiving the entire remaining number of Settlement Shares and the Warrant Shares owned by the Initiating Holder, Warner will give notice from the Company of such requestrequest to each other Holder (the "Other Holders") and give them the right to participate therein in accordance with this Section 7.2.1. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders Upon receipt of the Warrants and the Warrant Securities within ten request given pursuant to Subsection (10a) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafterabove, the Holders of Representative's Warrants and/or Warrant Securities Warner shall have the right, exercisable by written request to the Company, to have the Company promptly prepare and file, on one occasion, file with the Commission a registration statement so as (the "Registration Statement") under the Securities Act covering the Settlement Shares and/or the Warrant Shares requested to permit be sold under a public offering Registration Statement by the Initiating Holder and sale for nine (9) consecutive months by the Other Holders who elect to have their Settlement Shares and/or Warrant Shares included in a Registration Statement by providing written notice of its election to Warner within 30 days from receipt by such Other Holders of notice from Warner pursuant to Section 7.2.1(a) (the "Registered Shares") and shall otherwise comply with its Warrant Securitiesobligations under Section 7.2.1. (c) Warner's obligations under Section 7.2.1 shall be limited to two (2) effective Registration Statements under the Securities Act; provided, however, that if the provisions Settlement Shares and/or Warrant Shares may be registered by means of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto a Registration Statement on Form S-3 or a successor form thereto, the Holders of Settlement Shares and/or Warrant Shares shall be at the expense of the Holder or Holders making such request.entitled to exercise their rights under Section 7.2 on an

Demand Registration. (1a) At any time commencing one year after the date hereof and expiring five (5) years from the effective date hereof, unless all of the registration statement Warrants issued or issuable have been exercised and expiring four (4the Holders of the Warrant Shares have received a written opinion of Company counsel, reasonably satisfactory in form and substance to such Holders, to the effect that all of the Warrant Shares are freely resaleable pursuant to Rule 144(k) years thereafterpromulgated under the Act, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Underwriters and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders Holder(s) to all other registered Holders Holder(s) of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date hereof and expiring five (5) years after the date hereof, unless all of the registration statement Warrants issued or issuable have been exercised and expiring four (4) years thereafter, the Holders of Representative's the Warrant Shares have received a written opinion of Company counsel, reasonably satisfactory in form and substance to such Holders, to the effect that all of the Warrant Shares are 6 freely resaleable pursuant to Rule 144(k) promulgated under the Act, any Holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; , provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, the Company shall have the option to repurchase any and all Warrant Securities at the Market Price per share of Common Stock on the date of the notice sent pursuant to Section 7.3(a) less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (1a) At any time commencing one year after the date hereof and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterhereof, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) SECTION 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) SECTION 7.3 by any Holder or Holders to all other registered Holders of the 7 Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under SECTION 7.2 and subsection (a) of this Section (i) SECTION 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(2SECTION 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in SECTION 7.4(a) hereof pursuant to the written notice specified in SECTION 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to SECTION 7.3(a) or (y) the expiration of the period specified in SECTION 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in SECTION 7.4(a) or (ii) the delivery of the written notice of election specified in this SECTION 7.3(d).

Demand Registration. (1a) At any time commencing one year from six (6) months after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities to repurchase (i) any and all Warrant Securities at the higher of the Market Price per Share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four seven (47) years thereafter, the Holders Registered Holder of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 19.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and HoldersRegistered Holder, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders Registered Holder and any other holders Registered Holder of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 19.3 by any Registered Holder or Holders to all other registered Holders holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 19.2 and subsection (a) of this Section (i) 19.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Registered Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Registered Holder of its Warrant Securities; provided, however, that the provisions of Section (i)(219.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Registered Holder or Registered Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 19.4(a) hereof pursuant to the written notice specified in Section 19.3(a) hereof of a Majority of the Registered Holders of Warrants and/or Warrant Securities, the Company agrees that upon the written notice of election of a majority of the holders of the Warrants and/or Warrant Securities it shall repurchase (i) any and all Warrant Securities at the higher of the Fair Market Value per share of Common Stock (x) the date of the notice sent pursuant to Section 19.3(a), or (y) the expiration of the period specified in Section 19.4(a) and (ii) any and all Warrants at such Fair Market Value less the exercise price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 19.4(a), or (ii) the delivery of the written notice of election specified in this Section 19.3(d).

Demand Registration. (1a) At any time commencing one year from during the effective date term of the registration statement and expiring four (4) years thereafterthis Warrant, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the CompanyIssuer, to have the Company Issuer prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company Issuer and counsel for the Underwriter Yankees and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company Issuer within ten (10) days after receiving notice from the Company Issuer of such request. (2b) The Company Issuer covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (31) In addition Notwithstanding anything to the registration rights under this Section (i) at any time commencing one year after contrary contained herein, if the effective date of the Issuer shall not have filed a registration statement and expiring four (4for the Warrant Securities within the time period specified in Section 7.4(a) years thereafter, hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of Representative's the Warrants and/or Warrant Securities, the Issuer agrees that upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities it shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine repurchase (9i) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto Warrant Securities at higher of the Market Price (as defined in Section 8. l(vi)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period in Section 7.4(a) and (ii) any and all Warrants at such Marker Price less the exercise price of such Warrant. (2) Such repurchase shall be at in immediately available funds and shall close within two (2) days after the expense later of (i) the expiration of the Holder period specified in Section 7.4(a) or Holders making such request(ii) the delivery of the written notice of election specified in this Section 7.3.

Demand Registration. (1a) At any time commencing one (1) year after the Effective Date of the Registration Statement and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterEffective Date, the Holders of the Representative's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Representative's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the 10 Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale by such Holders and any other Holders of the Representative's Warrants and/or Warrant Shares who notify the Company within fifteen (15) days after the Company mails notice of such request pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Securities Shares for the earlier of (i) nine (9) consecutive months by such Holders and any other holders or (ii) until the sale of all of the Warrants and/or Warrant Securities who notify Shares requested to be registered by the Company within ten (10) days after receiving notice from the Company of such requestRequesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Representative's Warrants and/or Warrant Shares to all other registered Holders of the Representative's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one (1) year after the effective date Effective Date of the registration statement Registration Statement and expiring four five (45) years thereafterfrom the Effective Date, the Holders of a Majority of the Representative's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their respective Warrant Shares for the earlier of (i) nine (9) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders of its Warrant SecuritiesHolders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such 11 registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of nine (9) months following the effective date of any registration statement filed pursuant to Section 9.3(a).

Demand Registration. On any one (1) At occasion commencing at any time commencing one (1) year from after the effective date of the registration statement Effective Date and expiring four six (46) years thereafterafter the Effective Date, the Holders of the Warrants and/or and the Warrant Securities Shares representing at least a "Majority" Majority (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, ) a registration statement on Form X-0, XX-0 (or other appropriate form) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the 1933 Act, so as to permit a public offering and sale sale, for a period of their respective not less than twelve (12) months, of the Warrant Securities for nine (9) consecutive months Shares by such Holders Holders, and any other holders Holders of the Warrants and/or Warrant Securities Shares who shall notify the Company within ten thirty (1030) business days after receiving receipt of the notice from described in the Company of such request. (2) succeeding sentence. The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder Holder(s) of Warrants or Holders Warrants Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition . For purposes of this Agreement, the term "Majority," or any stated percentage, in reference to the registration rights under this Section Holders of the Warrants and/or Warrant Shares or any category thereof, shall mean the Holders of Warrant Shares and Warrants or category thereof representing, in the aggregate, in excess of fifty percent (50%) or such other stated percentage of the then-outstanding Warrant Shares and Warrant Shares or category thereof into which then-outstanding Warrants or category thereof are then exercisable, excluding all Warrant Shares and Warrants that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are held by written request to the Company, an affiliate, officer, director, 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 been resold to have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a under the 1933 Act. For the purposes of subsection (i) above, the Underwriters and their respective officers, directors, employees and agents shall not be deemed to be affiliates, officers, directors, employees or agents of the Company. No registration statement so as filed pursuant to permit this demand registration provision (without the consent of the Holders holding a public offering Majority of the Warrant Shares requested to be registered pursuant to such registration statement) may relate to any securities other than the Warrant Shares, and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply no other securities may be sold incidentally to any such registration request and registration and all costs incident thereto shall be at the expense underwritten public offering of the Holder or Holders making such requestWarrant Shares so registered.

Demand Registration. (1a) At So long as the Company shall have had any time commencing one year from of its securities registered under the effective date Act or the Exchange Act, then, until the expiration of the registration statement and expiring four (4) years thereafterWarrant Exercise Term, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the then outstanding Warrants) shall have the right on two separate occasions (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasiontwo occasions, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Agent and Holders, Holders in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for nine (9) consecutive months 120 days by such Holders Holder and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition All expenses (other than underwriting discounts and commissions) incurred in connection with registration, filings or qualification pursuant to the first registration rights under request made pursuant to subsection (a) of this Section 7.3, including, without limitation, all registration, listing, filing and qualification fees, printers and accounting fees and the fees and disbursements of counsel for the Holders participating in such shall be borne by the Company. Upon a second registration request pursuant to subsection (ia) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafterthis Section 7.3, the Holders of Representative's Warrants and/or Warrant Securities requesting registration shall have the right, exercisable by written request bear such costs on a pro-rata basis with respect to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders Agent's securities in respect of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestwhich they are requesting registration.

Demand Registration. (1a) At any time commencing one year from during the effective date of the registration statement and expiring four (4) years thereafterRegistration Period, the Majority Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights granted under Section (i) 7.1 hereof), exercisable by written notice to the CompanyCompany (each such notice, a "Demand Registration Notice"), to have require that the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement and such other documents, including a prospectus, as may be necessary necessary, in the opinion of both counsel for the Company and Company, counsel for the Underwriter underwriters, if any, and counsel, if any, for the Majority Holders, in order to comply with the provisions of the Act, Securities Act so as to permit a public offering and sale of their respective Warrant Registrable Securities for nine (9) consecutive months the period specified hereinbelow by such Majority Holders and any other holders Registered Holders of the Warrants and/or Warrant Registrable Securities who notify give written notice to the Company (a "Demand Registration Response") within ten (10) days after receiving notice from the Company (a "Registration Notice") of its receipt of such request. (2) The Demand Registration Notice, provided that the Company covenants and agrees is subject to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders the reporting requirements of the Warrants Exchange Act at the time the Company receives the Demand Registration Notice and the Warrant Securities within Demand Registration Response. Within ten (10) days from after the date of the Company's receipt of any Demand Registration Notice from a Registered Holder, the Company shall give a Registration Notice to all other Registered Holders with respect to such registration requestreceipt. (3b) In addition to The term "Majority Holders" shall mean Registered Holders owning, in the registration rights under this Section aggregate, more than fifty percent (50%) of the Registrable Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an Affiliate, officer, creditor, employee or agent thereof or any of their respective Affiliates, family members, or nominees and (ii) have not been resold to have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as under the Securities Act or pursuant to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant SecuritiesRule 144 promulgated thereunder; provided, however, that the provisions of Section (i)(2) hereof Majority Holders shall not apply be the Beneficial Owners of less than an aggregate of 35,000 Registrable Securities (the "Minimum Amount"); and provided, further, however, that in the event the piggyback registration rights pursuant to any such Section 7.1 hereof have not been available for exercise within the twelve-month period prior to the exercise of demand registration request and registration and all costs incident thereto rights pursuant to Section 7.2 hereof, the Minimum Amount shall be at the expense of the Holder or Holders making such requestreduced to zero.

Demand Registration. (1a) At Subject to the terms of this Agreement, at any time commencing one year from after the effective date of the registration statement and expiring four (4) years thereafterhereof, the Holders of at least 75% of the Warrants and/or Warrant then outstanding Holders' Securities representing may request registration under the Securities Act of all or part of their Holders' Securities on Form S-1 or S-3 or any similar registration (other than a "Majority" shelf registration); provided, that any such request shall cover either (as hereinafter definedi) at least 20% of such securities Holders' Securities calculated as of the date of this Agreement or (assuming ii) such smaller number to the exercise of extent it represents all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and remaining Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ' Securities. Within ten (10) days after receiving notice from the Company receipt of such request. (2) The Company covenants and agrees any request pursuant to this Section 3.01, CB&I will give written notice of any such request to all other Holders of Holders' Securities and will include in such registration request under all Holders' Securities with respect to which CB&I has received written requests for inclusion within thirty (30) days after delivery of CB&I's notice. All registrations requested pursuant to this Section 3.01 are referred to herein as "Demand Registrations." (b) CB&I will not include in any Demand Registration any Securities which are not Holders' Securities without the written consent of the Holders of a majority of the Holders' Securities to be included in such Demand Registration. If a Demand Registration is an underwritten public offering and the managing underwriters advise CB&I in writing that in their opinion the inclusion of the number of Holders' Securities and other Securities requested to be included creates a substantial risk that the price per share of Securities will be reduced, CB&I will include in such registration, prior to the inclusion of any Securities which are not Holders' Securities, the number of Holders' Securities requested to be included which in the opinion of such underwriters can be sold without creating such a risk, pro rata among the respective Holders of Holders' Securities on the basis of the number of Holders' Securities owned by such Holders, with further successive pro rata allocations among the Holders of Holders' Securities if any such Holder of Holders' Securities has requested the registration of less than all such Holders' Securities such Holder is entitled to register. (c) Notwithstanding any of the foregoing, CB&I shall not be obligated to effect any Demand Registration as follows: (i) by CB&I will not be obligated to effect more than one Demand Registration within any Holder or Holders twelve month period; (ii) CB&I will not be obligated to all other registered Holders of effect any Demand Registration during the Warrants and the Warrant Securities within ten (10) days from period starting on the date 60 days prior to CB&I's estimated date of filing of, and ending on the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after date 90 days immediately following the effective date of the of, any registration statement pertaining to Securities of CB&I sold by CB&I, provided that CB&I is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and expiring four provided further that CB&I may not, pursuant to this Section 3.01(c)(ii), delay implementation of a Demand Registration more than once in any twelve (412) years thereaftermonth period; (iii) With respect to any Demand Registration, if (A) the Supervisory Board reasonably and in good faith determines that such filing would be materially detrimental to CB&I or require a disclosure of a material fact that might reasonably be expected to have a Material Adverse Effect on CB&I or on any plan or proposal by CB&I or any of its subsidiaries to engage in any acquisition or disposition of assets or equity securities (other than in the ordinary course of business) or any merger, consolidation, tender offer, material financing or other significant transaction and (B) CB&I shall furnish the Holders of Representative's Warrants and/or Warrant Holders' Securities shall who have requested a Demand Registration a certificate signed by an executive officer of CB&I to such effect, CB&I may postpone for up to ninety (90) days the right, exercisable by written request to filing or the Company, to have the Company prepare and file, on one occasion, with the Commission effectiveness of a registration statement so as to permit for a public offering and sale for nine (9) consecutive months by such Holders of its Warrant SecuritiesDemand Registration; provided, however, that CB&I may not postpone the provisions filing or effectiveness of a registration statement for a Demand Registration for more than ninety (90) days during any twelve (12) month period; and (iv) CB&I will not be obligated to effect any Demand Registration after CB&I has effected two (2) Demand Registrations pursuant to this Section (i)(2) hereof shall not apply to any 3.01, and such registration request and registration and all costs incident thereto shall be at the expense of the Holder registrations have been declared or Holders making such requestordered effective.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter underwriters and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities to repurchase (i) any and all Warrant Securities at the higher of the Market Price per Share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement after December 23, 1998 through and expiring four (4) years thereafterincluding December 23, 2001, the Holders of the Warrants and/or and Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming for this purpose the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have cause the Company to prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of all or any portion of their respective Warrant Securities Shares for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify elect to participate by notice to the Company within ten (10) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3b) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date prior to December 23, 2001, any Holder of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or or Warrant Securities Shares shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale of all or any portion of their Warrant Shares for nine (9) consecutive months by such Holder and any other Holders of its Warrant Securitiesthe Warrants who elect to participate by notice to the Company within ten days after receiving notice from the Company of such request; provided, however, that the provisions of Section (i)(27.4(c) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request or electing to participate. (c) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Shares within ten (10) days from the date of the receipt of any such registration request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Shares, the Company agrees that upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Shares it shall repurchase (i) any and all Warrant Shares at the arithmetic average Market Price (as defined in Section 8.1(a)) per share of Common Stock on each of the days when the market shall be open during the seventy-five (75) calendar days following the date of the notice sent pursuant to Section 7.3(a) and (ii) any and all Warrants at such average Market Price less the lowest Exercise Price of such Warrants during such seventy-five (75) day period. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d). (e) Any notice from Holders to cause a registration under Section 7.3(a) or (b) which does not result in a registration statement which is duly declared effective pursuant to the Act in accordance with the terms hereof or as to which a stop order is issued and not withdrawn shall not constitute a exercise of the Holders' rights under such Sections, respectively. (f) Notwithstanding the provisions of Sections 7.3(a) above, if upon exercise of the demand registration rights set forth in the Registration Rights Agreements dated August 5, 1988, by and among the Company and the signatories thereto, as amended (the "MEDIQ/Mesirow Agreements"), a Holder declines to exercise its right to include Warrant Shares in such registration statement or post-effective amendment and such registration statement or amendment is duly declared effective pursuant to the Act and is not subject to any stop order which is not withdrawn, then such Holder shall be deemed to have waived its right to demand registration pursuant to Sections 7.3(a) and (b) until one year from the date of a demand registration request pursuant to the MEDIQ/Mesirow Agreements; provided, however, that if the demand registration rights referred to above shall be exercised within one year from the date when the Holder's rights would expire, and if the market price of the Common Stock (which shall equal the average of the bid and ask price of the Common Stock as quoted on the National Association of Securities Dealers' Automated Quotation System) shall be less than the Exercise Price at the time the Holder receives notice of the demand registration request pursuant to the MEDIQ/Mesirow Agreements, and during the period following such notice during which the Holder is permitted to notify the Company whether it will so include its Shares, the Holder shall only be deemed to have waived its right to demand registration pursuant to Sections 7.3(a) and (b) until one month prior to the date such Holder's rights would otherwise expire.

Demand Registration. (1a) At any time commencing after __________, 1998 (one (1) year from the effective date of the registration statement Effective Date) through and expiring four including __________, 2002 (4five (5) years thereafterfrom the effective date), the Holders of the Underwriter's Warrants and/or Warrant Securities and Shares underlying the Underwriter's Warrants, representing a "Majority" (as hereinafter defined) of such securities the shares of Common Stock issuable upon the exercise of the Underwriter's Warrants (assuming the exercise of all of the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under Section (i) SECTION 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), at on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Underwriter's Warrants and Shares for nine (9) consecutive months by such Holders and any other holders Holders of the Underwriter's Warrants and/or Warrant Securities and the Shares who shall notify the Company within ten (10) days after receiving notice from the Company of such request. Such registration and all costs incident thereof shall be at the expense of the Company, as provided in Section 7.4(b). (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) SECTION 7.3 by any Holder or Holders to all other registered Holders of the Underwriter's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under SECTION 7.2 and subsection (a) of this Section (i) SECTION 7.3, at any time commencing one year after within the effective date time period specified in Section 7.4(a) hereof, through and including , 2002 (five (5) years from the Effective Date), any Holder of the registration statement and expiring four (4) years thereafter, the Holders of RepresentativeUnderwriter's Warrants and/or Warrant Securities Shares, representing a "Majority" (as hereinafter defined) of the shares of Common Stock issuable upon the exercise of the Underwriter's Warrants (assuming the exercise of all of the Underwriter's Warrants) shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; shares, provided, however, that the provisions of Section (i)(2SECTION 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) The Company and the Holders agree that the Holders of Underwriters Warrants and Shares (the "Securities") will suffer damages if the Company fails to fulfill its obligations under this Section 7.3 and that ascertaining the extent of such damages with precision would not be feasible. Accordingly, the Company agrees to pay liquidated damages with respect to the Securities held by each Holder ("Liquidated Damages"), if: (i) any Registration Statement required to be filed pursuant to this Section 7.3 is not filed with the SEC on or prior to the date specified in Section 7.4(a) for such filing in this Agreement; (ii) any such Registration Statement has not been declared effective by the SEC on or prior to the earliest possible time but in no event later than 90 days after such filing (the "Effectiveness Target Date"); or (iii) any Registration Statement required to be filed pursuant to this Section 7.3 is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post effective amendment to such Registration Statement that cures such failures and that is itself immediately declared effective; (each such event in clauses (i) through (iii) above being referred to herein as a "Registration Default"). The additional interest comprising Liquidated Damages shall be an amount equal to (A) with respect to the first 90-day period immediately following the occurrence of a Registration Default, 10% of the number of Securities held by such Holder (pro-rated weekly), PLUS (B) an additional 10% of the number of Securities held by such Holder with respect to each 30-day period after the first 90 day period, until all Registration Defaults have been cured, up to 100% of the number of Securities held by such Holder. The Company shall notify the Holders within one Business Day after each and every date on which a Registration Default occurs. All accrued and unpaid Liquidated Damages shall be paid immediately by the Company on the expiration of each 90-day and 30-day period by mailing certificates for such securities to Holders of record of the Securities at such address as is set forth on the stock record books of the Company. Each obligation to pay Liquidated Damages shall be deemed to accrue beginning on the day of the applicable Registration Default (other than as set forth above). Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease until the next Registration Default, if any.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement Registration Statement and expiring four ending on the fifth (45th) years thereafteranniversary of the effective date of the Registration Statement, the Holders of the Warrants and/or Warrant Registrable Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Underwriter's Warrants) (the "Initiating Holders") shall have the right (which right is in addition to the registration rights under Section (i) 7.3 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Registrable Securities for nine up to two hundred and seventy (9270) consecutive months days by such Holders and any other Holders of Registrable Securities, as well as any other security holders of the Warrants and/or Warrant Securities possessing similar registration rights, who notify the Company within ten twenty-one (1021) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.4 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Registrable Securities, as well as any other security holders possessing similar registration rights, within ten (10) days from after the date of the receipt of any such registration request. (3c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 7.4(a) hereof. The right of any Holder to registration pursuant to this Section 7.4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent and subject to the limitations provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. (d) The Company shall (together with all Holders, officers, directors and other stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the Underwriter of the underwriters selected for such underwriting by the Initiating Holders, which underwriter(s) shall be reasonably acceptable to the Underwriter. Notwithstanding any other provision of this Section 7.4, if the Underwriter of the underwriter or underwriters advises the Initiating Holders in writing that marketing factors require a limitation or elimination of the number of shares of Preferred Stock or other securities to be underwritten, the Underwriter may limit the number of shares of Preferred Stock or other securities to be included in the registration and underwriting. The Company shall so advise the Underwriter and all Holders of Registrable Securities requesting registration, and the number of shares of Preferred Stock or other securities that are entitled to be included in the registration and underwriting shall be allocated among the Underwriter and other Holders requesting registration, in each case, in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement. If the Company or any Holder of Registrable Securities who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, such person may elect to withdraw its securities therefrom by written notice to the Company, the underwriter and the Initiating Holders. Any securities so excluded shall be withdrawn from such registration. No securities excluded from such registration by reason of such underwriters' marketing limitations shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 7.4(d), the Company or underwriter or underwriters selected as provided above may round the number of securities of any holder which may be included in such registration to the nearest 100 shares. (e) In the event that the Initiating Holders are unable to sell all of the Registrable Securities for which they have requested registration due to the provisions of Section 7.4(d) hereof and if, at that time, the Initiating Holders are not permitted to sell Registrable Securities under Rule 144(k), the Initiating Holders shall be entitled to require the Company to afford the Initiating Holders an opportunity to effect one additional demand registration under this Section 7.4. (f) In addition to the registration rights under this Section 7.3 and subsection (ia) of Section 7.4 hereof, at any time commencing one year after on the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders thereafter any Holder of Representative's Warrants and/or Warrant Registrable Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months 270 days by any such Holders Holder of its Warrant Securities; Registrable Securities provided, however, that the provisions of Section (i)(27.5(b) hereof hereof, shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders Holder's making such request. (g) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Registrable Securities of the Initiating Holders or the Holder(s) referred to in Section 7.5(f) above (the "Paying Holders"), within the time period specified in Section 7.5(a) below, the Company shall upon the written notice of election of the Initiating Holders or the Paying Holders, as the case may be, repurchase (i) any and all Shares of Preferred Stock at the higher of the Market Price per share of Preferred Stock on (x) the date of the notice sent to the Company under Section 7.4(a) or (f), as the case may be, or (y) the expiration of the period specified in Section 7.5(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within five (5) business days after the expiration of the period specified in Section 7.5(a).

Demand Registration. (1a) At any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Representative's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Representative's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have ------- the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale by such Holders and any other Holders of the Representative's Warrant and/or Warrant Shares who notify the Company within fifteen (15) days after the Company mails notice of such request pursuant to Section 9.3(b) hereof (collectively, the ------- "Requesting Holders") of their respective Warrant Securities Shares for the earlier of (i) nine (9) consecutive months by such Holders and any other holders or (ii) until the sale of all of the Warrants and/or Warrant Securities who notify Shares requested to be registered by the Company within ten (10) days after receiving notice from the Company of such requestRequesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders ------- representing a Majority of the Representative's Warrants and/or Warrant Shares to all other registered Holders of the Representative's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Initial Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriters' Warrants, or the Majority in interest of the Underwriters' Securities (assuming the exercise of all of the Underwriters' Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), solely on one (1) occasion, a registration statement on Form SB-2 (or other appropriate form), and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, for a period of their respective Warrant Securities for nine (9) consecutive months months, of the Underwriters' Securities by such Holders and any other holders Holders of the Underwriters' Warrants and/or Warrant the Underwriters' Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice from described in Section 7(b)(2). The Holders of the Company of such requestUnderwriters' Warrants may demand registration without exercising the Underwriters' Warrants, and are never required to exercise same. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Underwriters' Warrants and the Warrant Underwriters' Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Underwriters' Warrants or Underwriters' Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriters' Warrants or Underwriters' Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an affiliate, officer, 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 have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1a) At any time commencing one year from after the effective date hereof and expiring __________, 2001 [the day before the 5th anniversary of the registration statement and expiring four (4) years thereafterclosing of the subject public offering], the Holders Holder(s) of the Warrants and/or any Warrant Securities representing a "Majority" (as hereinafter definedcalculated in accordance with Section 7.4(m) hereof) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and HoldersHolder(s), in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrants and Warrant Securities for nine (9) consecutive months by such Holders Holder(s) and any other holders Holder(s) of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (iwhether such request is made pursuant to Section 7.3(a) or Section 7.3(c) hereof) by any Holder or Holders Holder(s) to all other registered Holders Holder(s) of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under this Section (i) 7.2 and Section 7.3(a), at any time commencing one year after the effective date hereof and expiring ____________, 2001 [the day before the 5th anniversary of the registration statement and expiring four (4closing of the subject public offering], any Holder(s) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and filefile with the Commission, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder(s) of its or their Warrants and/or Warrant Securities; provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders Holder(s) making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrants and the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) hereof of the Holder(s) of a Majority of the Warrants and/or the Warrant Securities, the Company, at its option (and with written notice of the election to such effect of all Holder(s) of the Warrants and/or the Warrant Securities), may repurchase (i) any and all Securities at the higher of the Market Price per share of Common Stock and per Redeemable Warrant, determined as of (x) the date of the notice sent pursuant to Section

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders Holder of the Warrants Warrant and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the WarrantsWarrant) shall have the one-time right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, ) a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Nutmeg and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine six (96) consecutive months by such Holders and any other holders Holder of the Warrants Warrant and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants Warrant and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration rights under this statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrant and/or Warrant Securities, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrant and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at any time commencing one year after the effective higher of the Market Price per share of Common Stock on (x) the date of the registration statement notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and expiring four (4ii) years thereafterany and all Warrant of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) If all of the Holders are able to sell the Warrant Securities pursuant to Rule 144 under the Securities Act of 1933, as amended, and without regard to the volume limitations thereunder, the Holders of Representative's Warrants and/or Warrant Securities Holders' rights under Section 7.2 and 7.3(a) shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestterminate.

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriters' Warrant, or the Majority in interest of the Underwriters' Securities (assuming the exercise of all of the WarrantsUnderwriters' Warrant) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form SB-2, S-1 or other appropriate form, and such other documents, including a prospectusincludxxx x xxxspectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, of their respective Warrant the Underwriters' Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Underwriters' Warrant and/or Warrant the Underwriters' Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Underwriters' Warrant may demand registration prior to exercising the Underwriters' Warrant, and may pay such exercise price from the Company proceeds of such requestpublic offering. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Warrants Underwriters' Warrant and the Warrant Underwriters' Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Underwriters' Warrant or Underwriters' Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriters' Warrant or Underwriters' Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an 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 have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Initial Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Representative's Warrant, or the Majority in interest of the Representative's Securities (assuming the exercise of all of the WarrantsRepresentative's Warrant) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form XX-0, X-0 or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, for a period of their respective Warrant Securities for nine (9) consecutive months months, of the Representative's Securities by such Holders and any other holders Holders of the Warrants Representative's Warrant and/or Warrant the Representative's Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Representative's Warrant may demand registration prior to exercising the Representative's Warrant, and may pay such exercise price from the Company proceeds of such requestpublic offering. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Warrants Representative's Warrant and the Warrant Representative's Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Representative's Warrant or Representative's Securities, shall mean in excess of fifty percent (50%) of the then outstanding Representative's Warrant or Representative's Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an 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 have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement January 1, 1997 and expiring four (4) years thereafteron the Expiration Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Warrants and/or Warrant Shares shall have the right on one occasion (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares so as to allow the unrestricted sale of the Warrant Shares to the public from time to time until the earlier of the following: (i) the Expiration Date, or (ii) the date on which all of the Warrant Shares requested to be registered by the Requesting Holders have been sold (the "Registration Period"). (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one year after the effective date of the registration statement January 1, 1997 and expiring four (4) years thereafteron the Expiration Date, the Holders of Representative's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares from time to time until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Shares requested to be registered by such Holders have been sold; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement January 1, 1998 and expiring four (4) years thereafteron the Expiration Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Warrants and/or Warrant Shares shall have the right on one occasion (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares so as to allow the unrestricted sale of the Warrant Shares to the public from time to time until the earlier of the following: (i) the Expiration Date, or (ii) the date on which all of the Warrant Shares requested to be registered by the Requesting Holders have been sold (the "Registration Period"). (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one year after the effective date of the registration statement January 1, 1998 and expiring four (4) years thereafteron the Expiration Date, the Holders of Representative's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares from time to time until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Shares requested to be registered by such Holders have been sold; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Xxxxx and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine six (96) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition Notwithstanding anything to the registration rights under this Section (i) at any time commencing one year after contrary contained herein, if the effective date of the Company shall not have filed a registration statement and expiring four (4for the Warrant Securities within the time period specified in Section 7.4(a) years thereafter, hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of Representative's the Warrants and/or Warrant Securities, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at the higher of the Market Price per share of Common Stock and per share of Convertible Preferred Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall have be in immediately available funds and shall close within two (2) days after the rightlater of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) If all of the Holders are able to sell the Warrant Securities pursuant to Rule 144 under the Securities Act of 1933, exercisable by written request as amended, and without regard to the Companyvolume limitations thereunder, to have the Company prepare Holders' rights under Section 7.2 and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (97.3(a) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestterminate.

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the then outstanding Underwriters' Warrant, or the Majority in interest of the Underwriters' Securities (assuming the exercise of all of the Warrants) Underwriters' Warrant), shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form XX-0, X-0 or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, Act so as to permit a public offering and sale of their respective Warrant all of the Underwriters' Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Underwriters' Warrant and/or Warrant the Underwriters' Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Underwriters' Warrant may demand registration prior to exercising the Underwriters' Warrant, and may pay the Purchase Price for the exercise thereof from the Company proceeds of such requestpublic offering. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Warrants Underwriters' Warrant and the Warrant Underwriters' Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that Notwithstanding the provisions of Section 7(b)(1), the Company shall have no such obligation to prepare and file a registration statement if, within twenty (i)(220) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at days following the expense Company's receipt of the Holder notice described in Section 7(b)(1), if the Company or affiliates of the Company owning collectively more than five percent (5%) of the outstanding Common Stock agree to purchase the Underwriters' Warrant and Underwriters' Securities from the Holders making such requestrequesting registration pursuant to Section 7(b)(1) at a price equal to the difference between the Purchase Price then in effect and the current market price of Common Stock. For purposes of this Section 7(b)(3), the term "affiliate" shall mean the Company's 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, and "market price" shall mean the average of the closing asked prices for Common Stock during the ten (10) trading days preceding the date of the notice described in Section 7(b)(1).

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Initial Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriters' Securities (assuming the exercise of all of the Underwriters' Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company use its best efforts to prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), solely on one (1) occasion, a registration statement on Form SB-2 (or other appropriate form), and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, for a period of their respective Warrant Securities for nine (9) consecutive months months, of the Underwriters' Securities by such Holders and any other holders Holders of the Underwriters' Warrants and/or Warrant the Underwriters' Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice from described in Section 7(b)(2). The Holders of the Company of such requestUnderwriters' Warrants may demand registration without exercising the Underwriters' Warrants, and are never required to exercise same. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Underwriters' Warrants and the Warrant Underwriters' Securities within ten (10) business days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Underwriters' Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriters' Warrants and/or Underwriters' Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an affiliate, officer, 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 have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1) At any time commencing one year from the effective date of the registration statement hereof and expiring four (4) years thereafter, the Holders of the Representative's Warrants and/or Warrant Securities Stock representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Stock for nine (9) consecutive months by such Holders and any other holders of the Representative's Warrants and/or Warrant Securities Stock who notify the Company within ten (10) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Representative's Warrants and the Warrant Securities Stock within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement hereof and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities Stock shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant SecuritiesStock; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (4) The Company shall include such Underwriter's Warrants in the Registration Statement relating to this offering and shall keep such Registration Statement current at least until the expiration of such Underwriter's Warrants or shall bear all of the costs of a new registration statement in the event the Underwriter"s Warrants are to be exercised. In the event the Company grants the public investors any benefits upon the exercise of the Public Redeemable Warrants not set forth in the terms thereof, then the Underwriter shall be entitled to receive the identical benefits in the event it elects to exercise any of its Underwriter's Warrant

Demand Registration. (1a) At any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Representative's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Representative's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Representative's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Representative's Warrants and/or Warrant Shares to all other registered Holders of the Representative's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one (1) year after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafterfrom the effective date of the Registration Statement, the Holders of a Majority of the Representative's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority of the Representative's Warrants and/or Warrant Shares, the Company, at its option, may repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section

Demand Registration. (1i) At any time commencing one (1) year from and expiring five (5) years after the effective date of the registration statement and expiring four Company's Registration Statement relating to the Initial Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" majority (as hereinafter defined) of such securities (assuming the shares of Common Stock purchased and purchasable upon exercise of all of the Warrants) Stock Warrants and the Warrants shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), solely on one (1) occasion, a registration statement on Form F-1 (or other appropriate form), and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale for a period of their respective Warrant Securities for nine (9) consecutive months of the shares of Common Stock purchased or purchasable by such Holders and any other holders Holders of the Stock Warrants and/or Warrant Securities who notify and the Company within ten Warrants upon exercise thereof (10) days after receiving notice from such shares of Common Stock being hereinafter referred to as the Company "Registrable Securities"). The Holders of such request. (2) the Stock Warrants and Warrants may demand registration without exercising the Stock Warrants or Warrants, and are never required to exercise same. The Company covenants and agrees to give written notice of any registration request under this Section (i7(a) by any Holder or Holders to all other registered Holders of the Stock Warrants and the Warrant Warrants and the Registrable Securities within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.registration

Demand Registration. On any one (1) At occasion commencing at any time commencing one (1) year from after the effective date of the registration statement Effective Date and expiring four six (46) years thereafterafter the Effective Date, the Holders of the Warrants and/or and the Warrant Securities Shares representing at least a "Majority" Majority (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, ) a registration statement on Form S-1, SB-2 (or other xxxxxxxxxte form, including, without limitation, a post-effective amendment to the Company's Registration Statement) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the 1933 Act, so as to permit a public offering and sale sale, for a period of their respective not less than twelve (12) months, of the Warrants and the Warrant Securities for nine (9) consecutive months Shares by such Holders Holders, and any other holders Holders of the Warrants and/or Warrant Securities Shares who shall notify the Company within ten thirty (1030) business days after receiving receipt of the notice from described in the Company of such request. (2) succeeding sentence. The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder Holder(s) of Warrants or Holders Warrants Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition . For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Warrants and/or Warrant Shares, shall mean the Holders of Warrant Shares and Warrants representing, in the aggregate, in excess of fifty percent (50%) of the then outstanding Warrant Shares and Warrant into which then-outstanding Warrants are then exercisable excluding all Warrant Shares and Warrants that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are held by written request to the Company, an affiliate, officer, director, 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 been resold to have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such under the 1933 Act. The Holders of its Warrant Securities; providedWarrants may demand registration without exercising the Warrants, howeverand shall never be required to exercise same. For the purposes of subsection (i) above, that the provisions of Section (i)(2) hereof Underwriters and their respective officers, directors, employees and agents shall not apply be deemed to any such registration request and registration and all costs incident thereto shall be at the expense affiliates, officers, directors, employees or agents of the Holder or Holders making such requestCompany.

Demand Registration. (1a) At any time commencing one year after the date hereof and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterdate, the Holders Holder of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) SECTION 7.1 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Ryan, Beck and HoldersHolder, in order to comply with the provisions of the ActXxx, so as sx xx to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders Holder and any other holders Holder of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) SECTION 7.2 by any Holder or Holders Holder(s) to all other registered Holders Holder(s) of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under SECTION 7.1 and subsection (a) of this Section (i) SECTION 7.2, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafterfrom the effective date, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; , provided, however, that the provisions of Section (i)(2SECTION 7.3(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in SECTION 7.3(a) hereof pursuant to the written notice specified in SECTION 7.2(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to SECTION 7.2(a) or (y) the expiration of the period specified in SECTION 7.3(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in SECTION 7.3(a) or (ii) the delivery of the written notice of election specified in this SECTION 7.2(d). The Company shall have no obligation to exercise the option that may be granted pursuant to the terms of this paragraph (d) of SECTION 7.2 hereof.

Demand Registration. (1a) At any time commencing one year after the date hereof and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterhereof, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) SECTION 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) SECTION 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under SECTION 7.2 and subsection (a) of this Section (i) SECTION 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(2SECTION 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in SECTION 7.4(a) hereof pursuant to the written notice specified in SECTION 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to SECTION 7.3(a) or (y) the expiration of the period specified in SECTION 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in SECTION 7.4(a) or (ii) the delivery of the written notice of election specified in this SECTION 7.3(d).

Demand Registration. (1a) At any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Representatives' Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Representatives' Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have ------- the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale by such Holders and any other Holders of the Representatives' Warrant and/or Warrant Shares who notify the Company within fifteen (15) days after the Company mails notice of such request pursuant to Section 9.3(b) hereof (collectively, the ------- "Requesting Holders") of their respective Warrant Securities Shares for the earlier of (i) nine (9) consecutive months by such Holders and any other holders or (ii) until the sale of all of the Warrants and/or Warrant Securities who notify Shares requested to be registered by the Company within ten (10) days after receiving notice from the Company of such requestRequesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders ------- representing a Majority of the Representatives' Warrants and/or Warrant Shares to all other registered Holders of the Representatives' Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by ------- written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine six (96) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all ------- other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition Notwithstanding anything to the registration rights under this Section (i) at any time commencing one year after contrary contained herein, if the effective date of the Company shall not have filed a registration statement and expiring four (4for the Warrant Securities within the time period specified in Section 7.4(a) years thereafter, hereof pursuant to the ------- written notice specified in Section 7.3(a) of a Majority of the Holders of Representative's the ------- Warrants and/or Warrant Securities, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities shall have the rightrequesting such registration, exercisable by written request to the Company, to have the Company prepare repurchase (i) any and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by all Warrant Securities of such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense higher of the Holder Market Price per share of Common Stock and per Redeemable Warrant on (x) the date of the notice sent pursuant to Section 7.3(a) or Holders making such request.(y) the expiration of the period specified in ------- Section

Demand Registration. (1a) At any time commencing one year from after the effective date Closing Date and ending on the fifth (5th) anniversary of the registration statement and expiring four (4) years thereafterthereof, the Holders holders of the Warrants and/or Warrant Registrable Securities representing a "Majority" (as hereinafter defined) of such securities (Securities, assuming the exercise of the Representative's Warrant as to all of the Warrants) Units (the "Initiating Holders"), shall have the right (which right is in addition to the registration rights under Section (i) 7.3 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Registrable Securities for nine up to two hundred and seventy (9270) consecutive months days by such Holders and any other holders of the Warrants and/or Warrant Securities Registrable Securities, as well as any other security holders possessing similar registration rights, who notify the Company within ten twenty-one (1021) days after receiving notice from the Company of such request. All expenses of such registration and underwriting shall be borne by the Company. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.4 by any Holder or Holders to all other registered Holders holders of the Warrants and the Warrant Securities Registrable Securities, as well as any other security holders possessing similar registration rights, within ten (10) days from after the date of the receipt of any such registration request. (3c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 7.4(a) hereof. The right of any holder to registration pursuant to this Section 7.4 shall be conditioned upon such holder's participation in such underwriting and the inclusion of such Xxxxxx's Registrable Securities in the underwriting to the extent and subject to the limitations provided herein. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. (d) The Company shall (together with all Holders, officers, directors and Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or the representative of the underwriters selected for such underwriting by the Initiating Holders, which underwriter(s) shall be reasonably acceptable to the Representative. Notwithstanding any other provision of this Section 7.4, if the underwriter or the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation or elimination of the number of Shares or other securities to be underwritten, such representative may limit the number of Shares or other securities to be included in the registration and underwriting. The Company shall so advise the Representative and all holders of Registrable Securities requesting registration, and the number of Shares or other securities that are entitled to be included in the registration and underwriting shall be allocated among the Representative and other holders requesting registration, in each case, in proportion, as nearly as practicable, to the respective numbers of securities which they had requested to be included in such registration at the time of filing the registration statement. If the Company or any holder of Registrable Securities that has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, such person may elect to withdraw its securities therefrom by written notice to the Company, the underwriter and the Initiating Holders. Any securities so excluded shall be withdrawn from such registration. No securities excluded from such registration by reason of such underwriters' marketing limitations shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 7.4(d), the Company or underwriter or underwriters selected as provided above may round the number of securities of any holder which may be included in such registration to the nearest 100 Shares. (e) In the event that the Initiating Holders are unable to sell all of the Registrable Securities for which they have requested registration due to the provisions of Section 7.4(d) hereof and if, at that time, the Initiating Holders are not permitted to sell Registrable Securities under Rule 144(k), the Initiating Holders shall be entitled to require the Company to afford the Initiating Holders an opportunity to effect one additional demand registration under this Section 7.4. (f) In addition to the registration rights under this Section 7.3 and subsection (ia) of Section 7.4 hereof, at any time commencing one year after on the effective date Closing Date and expiring on the seventh (7th) anniversary of the registration statement and expiring four (4) years thereafterClosing Date, the Holders any holder of Representative's Warrants and/or Warrant Registrable Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months 270 days by any such Holders holder of its Warrant Registrable Securities; , provided, however, that the provisions of Section (i)(27.5(b) hereof hereof, shall not apply to any such registration request and the registration and all costs incident thereto shall be at the expense of the Holder or Holders Xxxxxx's making such request. (g) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Registrable Securities of the Initiating holders or the holder(s) referred to in Section 7.5(f) above (the "Paying Holders"), within the time period specified in Section 7.5(a) below, the Company shall, upon the written notice of election of the Initiating Holders or the Paying Holders, as the case may be, repurchase (i) any and all Shares and Warrant Shares at the higher of the Market Price per Share on (x) the date of the notice sent to the Company under Section 7.4(a) or 7.5(a), as the case may be, or (y) the expiration of the 21 day period specified in Section 7.5(a) and (ii) any and all Underlying Warrants at such Market Price less the Exercise Price of such Warrants. Such repurchase shall be in immediately available funds and shall close within five (5) business days after the expiration of the period specified in Section 7.5(a).

Demand Registration. (1a) At any time commencing one year on the first date that the Company has been subject to the requirements of Section 12 or 15(d) of the Exchange Act for a period of at least 12 calendar months and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Representative's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Representative's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, ------- to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale by such Holders and any other Holders of the Representative's Warrant and/or Warrant Shares who notify the Company within fifteen (15) days after the Company mails notice of such requestpursuant to Section 9.3(b) hereof (collectively, the ------- "Requesting Holders") of their respective Warrant Securities Shares for the earlier of (i) nine (9) consecutive months by such Holders and any other holders or (ii) until the sale of all of the Warrants and/or Warrant Securities who notify Shares requested to be registered by the Company within ten (10) days after receiving notice from the Company of such requestRequesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders ------- representing a Majority of the Representative's Warrants and/or Warrant Shares to all other registered Holders of the Representative's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by ------- written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine six (96) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all ------- other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition Notwithstanding anything to the registration rights under this Section (i) at any time commencing one year after contrary contained herein, if the effective date of the Company shall not have filed a registration statement and expiring four (4for the Warrant Securities within the time period specified in Section 7.4(a) years thereafter, hereof pursuant to the ------- written notice specified in Section 7.3(a) of a Majority of the Holders of Representative's the ------- Warrants and/or Warrant Securities, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at the higher of the Market Price per Unit on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration ------- of the period specified in Section 7.4(a) and (ii) any and all Warrants of such ------- Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall have be in immediately available funds and shall close within two (2) days after the rightlater of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified ------- in this Section 7.3(c). ------- (d) If all of the Holders are able to sell the Warrant Securities pursuant to Rule 144 under the Securities Act of 1933, exercisable by written request as amended, and without regard to the Companyvolume limitations thereunder, to have the Company prepare Holders' rights under Section ------- 7.2 and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (97.3(a) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestterminate.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Underwriters and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities to repurchase (i) any and all Warrant Securities at the higher of the Market Price per Share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement on October __, 1998 and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) more than 50% of such securities at that time outstanding (assuming the exercise of all of the Warrants) ), shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, Holders in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) business days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or the majority of the Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) business days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement on October __, 1998 and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities representing more than 50% of such securities at the time outstanding (assuming the exercise of all of the Warrants) shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders of its their Warrant Securities; provided, however, that the provisions of Section (i)(27.5(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the The Holders representing a Majority of the Warrants and/or and Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Shares shall have the right (which right is in addition to the registration rights under Section (i) hereof9.2), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities Holders who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) (collectively, the "Requesting Holders") of their Warrants and Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrants and Warrant Shares requested to be registered by the Requesting Holders. Registration and all costs incidental to such registration shall be at the expense of the Company. (2b) The Company covenants and agrees to shall give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Warrants and Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter9.3, the Holders of Representative's a Majority of the Warrants and/or and Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their Warrants and Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto incidental to such registration shall be shared equally between the Holder or Holders making such request and the Company. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under this Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) In addition to the registration rights under Section 9.2 and subsections (a) and (c) of this Section 9.3, the Holders of a Majority of the Warrants and Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company prepare and file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their Warrants and Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, registration and all costs incidental to such registration shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) or Section 9.3(c) then the Holders may not exercise their rights under this Section 9.3(d) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a) or 9.3(c). (e) Notwithstanding anything to the contrary contained in this Agreement, if the Company has not filed a registration statement for the Warrants and Warrant Shares within the time period specified in Section 9.4(a) pursuant to the written notice specified in Section 9.3(a), 9.3(c) or 9.3(d) of the Holders of a Majority of the Warrants and Warrant Shares, the Company shall repurchase (i) any and all Warrant Shares at the higher of the Market Price per share of Common Stock on (A) the date of the notice sent pursuant to Section 9.3(a), 9.3(c) or 9.3(d), as the case may be, or (B) the expiration of the period specified in Section 9.4(a) and (ii) any and all Warrants at such Market Price less the Common Stock Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(e).

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.and

Demand Registration. (1a) At any time commencing one year on the first date that the Company has been subject to the requirements of Section 12 or 15(d) of the Exchange Act for a period of at least 12 calendar months and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Placement Agent's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Placement Agent's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to ------- have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale by such Holders and any other Holders of the Warrant Shares who notify the Company within fifteen (15) days after the Company mails notice of such request pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of ------- their respective Warrant Securities Shares for the earlier of (i) nine (9) consecutive months by such Holders and any other holders or (ii) until the sale of all of the Warrants and/or Warrant Securities who notify Shares requested to be registered by the Company within ten (10) days after receiving notice from the Company of such requestRequesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders ------- representing a Majority of the Placement Agent's Warrants and/or Warrant Shares to all other registered Holders of the Placement Agent's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year after the date hereof and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterdate, the Holders Holder of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.1 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Ryan, Beck and HoldersHolder, in order to comply with the provisions of the ActXxx, so as sx xx to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders Holder and any other holders Holder of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.2 by any Holder or Holders Holder(s) to all other registered Holders Holder(s) of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.1 and subsection (a) of this Section (i) 7.2, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafterfrom the effective date, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; , provided, however, that the provisions of Section (i)(27.3(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.3(a) hereof pursuant to the written notice specified in Section 7.2(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.2(a) or (y) the expiration of the period specified in Section 7.3(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.3(a) or (ii) the delivery of the written notice of election specified in this Section 7.2(d). The Company shall have no obligation to exercise the option that may be granted pursuant to the terms of this paragraph (d) of Section 7.2 hereof.

Demand Registration. (1a) At any time commencing one year Subject to the conditions of this Section 2.1, if the Company shall receive a written request from the effective date of the registration statement and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing at least a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all majority of the WarrantsCommon Registrable Shares (the “Initiating Holders”) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have that the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documentsunder the Securities Act covering the registration of at least a majority of the Common Registrable Shares, including a prospectus, as may be necessary in the opinion of both counsel for then the Company and counsel for the Underwriter and Holdersshall, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from of the Company of such request. (2) The Company covenants and agrees to receipt thereof, give written notice of any registration such request under to all Holders, and subject to the limitations of this Section 2.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Shares that the Holders request to be registered. Holders shall have ten (10) days after the receipt of the Company’s notice to elect to have their Registrable Shares included in the registration statement. Notwithstanding the foregoing, in the event that a single Holder together with its Affiliates (collectively, a “Majority Holder”), owns a majority of the outstanding Common Stock, then the Holders of a majority of the Common Registrable Shares (the “Minority Holders”) that are not owned by the Majority Holder (the “Minority Shares”) will have the right pursuant to this Section 2.1 to request that the Company file a registration statement covering the registration of no less than the Minority Shares. References in this Section 2.1 to the Initiating Holders shall refer to the Minority Holders, as applicable. The Company shall not be obligated to effect more than three (3) such demand registrations requested by the Initiating Holders. (b) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 or any request pursuant to Section 2.3 and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3, as applicable. In such event, the right of any Holder to include its Registrable Shares in such registration shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Common Registrable Shares in the underwritten offering to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten offering by the Company in consultation with the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to both the Company and the Initiating Holders). Notwithstanding any other provision of this Section 2.1 or Section 2.3, if the managing underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Shares) then the Company shall so advise all Holders that would otherwise be part of such underwritten offering pursuant hereto, and the number of shares that may be included in the underwritten offering shall be allocated as follows: (i) first, if such registration was initiated by any Holder pursuant to this Section 2.1(a) or Section 2.3, any and all Registrable Shares included in the underwritten offering by the Initiating Holders, and (ii) second, to the extent of any remaining Registrable Shares which may be sold in such offering within the limitation imposed by the managing underwriter, pro rata among any other Holder on a pro rata basis based on the number of Registrable Shares held by all such Holders (including the Initiating Holders). The registration statement for any underwritten offering pursuant to this Section 2.1 shall not include any shares of Common Stock or other securities for the account of any other holder other than the Holders without the prior written consent of the Initiating Holders. In no event shall any Registrable Shares be excluded from underwriting unless all other shares are first excluded. Any Registrable Shares excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) if the Registrable Shares requested by all Holders to all other be registered Holders pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of at least $10,000,000; (ii) during the Warrants period starting with the date of filing of and ending on the Warrant Securities earlier of (i) the date one hundred eighty (180) days following the effective date of a registration statement pertaining to a Public Offering (or ninety (90) days in the case of a Public Offering after any Initial Public Offering) and (ii) the date that is two hundred and seventy (270) days following the date of filing of such registration statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iii) if within ten (10) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the date Company gives notice to the Holders of the Company’s intention to undertake a Public Offering within ninety (90) days; provided that this Section 2.1(c)(iii) shall cease to apply if such Public Offering is not consummated within one hundred and twenty (120) days of such notice or if the Company has previously exercised its right under this Section 2.1(c)(iii); (iv) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chief Executive Officer or the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of any the request of the Initiating Holders; provided that such registration request. right to delay a request shall be exercised by the Company not more than three (3) In addition to the registration rights under this Section times in any twelve (i12) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to month period totaling no more than 120 days in any such registration twelve (12) month period; or (v) if the Initiating Holders propose to dispose of shares of Registrable Shares that may be immediately registered on Form S-3 pursuant to a request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestmade pursuant to Section 2.3 below.

Demand Registration. (1a) At any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Underwriter's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Underwriter's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 ------- hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale by such Holders and any other Holders of the Underwriter's Warrant and/or Warrant Shares who notify the Company within fifteen (15) days after the Company mails notice of such request pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their ------- respective Warrant Securities Shares for the earlier of (i) nine (9) consecutive months by such Holders and any other holders or (ii) until the sale of all of the Warrants and/or Warrant Securities who notify Shares requested to be registered by the Company within ten (10) days after receiving notice from the Company of such requestRequesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders ------- representing a Majority of the Underwriter's Warrants and/or Warrant Shares to all other registered Holders of the Underwriter's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (1a) At any time commencing one year on the first date that the Company has been subject to the requirements of Section 12 or 15(d) of the Exchange Act for a period of at least 12 calendar months and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Placement Agent's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Placement Agent's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 ------- hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale by such Holders and any other Holders of the Placement Agent's Warrant and/or Warrant Shares who notify the Company within fifteen (15) days after the Company mails notice of such request pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their ------- respective Warrant Securities Shares for the earlier of (i) nine (9) consecutive months by such Holders and any other holders or (ii) until the sale of all of the Warrants and/or Warrant Securities who notify Shares requested to be registered by the Company within ten (10) days after receiving notice from the Company of such requestRequesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders ------- representing a Majority of the Placement Agent's Warrants and/or Warrant Shares to all other registered Holders of the Placement Agent's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four (4) five years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) six consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition Notwithstanding anything to the registration rights under this Section (i) at any time commencing one year after contrary contained herein, if the effective date of the Company shall not have filed a registration statement and expiring four (4for the Warrant Securities within the time period specified in Section 7.4(a) years thereafter, hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of Representative's the Warrants and/or Warrant Securities, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities shall have the rightrequesting such registration, exercisable by written request to the Company, to have the Company prepare repurchase (i) any and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by all Warrant Securities of such Holders at the higher of its Warrant Securities; providedthe Market Price per share of Common Stock and per Redeemable Warrant, however, that determined as of (x) the provisions date of the notice sent pursuant to Section 7.3(a) or (i)(2y) hereof shall not apply to the expiration of the period specified in Section 7.4(a) and (ii) any such registration request and registration and all costs incident thereto Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be at in immediately available funds and shall close within two (2) days after the expense later of (i) the expiration of the Holder period specified in Section 7.4(a) or Holders making such request(ii) the delivery of the written notice of election specified in this Section 7.3(c).