Common use of Grant of Right Clause in Contracts

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Warrants shall have the right for a period of not more than three (3) years from the date of effectiveness of the Registration Statement, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders in such public offering shall be apportioned pro rata among all such selling shareholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholders, including all holders of the Registrable Securities.

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the RepresentativeUnderwriter’s Warrants shall have the right for a period of not more than three five (35) years from the date of effectiveness of the Registration Statement, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders in such public offering shall be apportioned pro rata among all such selling shareholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholders, including all holders of the Registrable Securities.

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Purchase Warrants shall have the right for a period of not more than three five (35) years from the date commencement of effectiveness sales of the Registration Statementoffering, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders in such public offering shall be apportioned pro rata among all such selling shareholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholders, including all holders of the Registrable Securities.

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the RepresentativeUnderwriter’s Warrants shall have the right for a period of not more than three (3) years from the date of effectiveness expiration of the Registration StatementLock-Up Period, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or S-4 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s managing underwriter underwriters or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of ninety such period, not to exceed one hundred eighty (90180) days from the effective date of the offeringoffering as the managing underwriters or underwriters may require, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders each Holder of the Registrable Securities in such public offering shall be apportioned made pro rata among all such selling shareholdersthem, including all holders of the Registrable Securities, according in proportion to the total amount of securities of the Company owned by said selling shareholdersHolders seeking to include Registrable Securities; provided, including however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such registration statement or are not entitled to pro rata inclusion with the Registrable Securities.

Grant of Right. Unless all The Holders of this Warrant for so long as they hold any of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Warrants shall have the right for a period of not more than three (3) years from the date of effectiveness Commencement Date to include all or any part of the Registration Statement, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form), including those registrations filed prior to the date hereof but which have not yet been declared effective; provided, however, that if, in the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offeringoffering (the "Underwriter"), the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 90 days after the registration statement for such offering has become effective; and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 90 day period, the number of securities to be sold by all shareholders stockholders in such public offering during such 90 day period shall be apportioned pro rata among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned proposed to be sold by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all of Subject to the Registrable Securities are included in an effective registration statement with a current prospectusother terms and conditions set forth herein, the Holders of the Representative’s Warrants shall have the right right, for a period of not more than three commencing on the Commencement Date and ending seven (37) years from subsequent to the date of effectiveness of the Registration StatementEffective Date, to include the remaining Registrable Securities then held by them as part of any registration of equity securities (or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company), other than a registration of securities (i) filed by the Company (other than in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or an offering of securities solely to the Company’s existing security holders, (iii) relating to a transaction contemplated by Rule 145(a) promulgated under the Act Securities Act, (iv) for an offering of debt that is convertible into equity securities of the Company or pursuant to Form S-8 or any successor or equivalent form); provided(v) for a dividend reinvestment plan. Notwithstanding the foregoing, however, that if, in if the written opinion of Company has been advised by the Company’s managing underwriter or underwriters, if any, for such offering, offering that the inclusion of the such Registrable Securities, when added to the securities being registered by the Company or the and any selling shareholder(s)stockholders, will exceed the maximum dollar amount or maximum number of the Company’s securities which shares that can be marketed (i) at a price reasonably related to their then current market value, and (ii) sold in such offering without materially and adversely affecting the entire offeringproposed offering price, the timing, the distribution method or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company will still shall only be required obligated to include in any such registration: (i) if the Registrable Securitiesregistration is undertaken for the Company’s account: (A) first, but may require the Holders shares of Common Stock or other securities that the Company desires to agree, in writingsell that can be sold without exceeding the Maximum Number of Shares; (B) second, to delay the sale extent that the Maximum Number of all or any portion of Shares has not been reached under the foregoing clause (A), the Registrable Securities for a period and Insider Shares (as defined below) as to which registration has been requested under this Section 5.2 or under the Registration Rights Agreement, dated as of ninety [______], 2006 (90) days from the effective date of “Registration Rights Agreement”), among the offeringCompany and the stockholders party thereto, provided, further, that if as the sale of any Registrable Securities is so delayed, then case may be (pro rata in accordance with the number of securities shares that each such person has requested to be sold by all shareholders included in such public offering shall be apportioned pro rata among all such selling shareholdersregistration, including all holders regardless of the number of shares held by such person (“Pro Rata”)); and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), all other shares of Common Stock as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares. For purposes hereof, “Insider Shares” shall mean the “Registrable Securities, according to ” as defined in the total amount of securities of the Company owned by said selling shareholders, including all holders of the Registrable Securities.Registration Rights Agreement;

Grant of Right. Unless all In addition to the demand right of the Registrable Securities are included in an effective registration statement with a current prospectusregistration, the Holders of the Representative’s Warrants shall have the right at any time for a period of not more than three six (36) years commencing one year from the date of effectiveness of the Registration Statement, Effective Date to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion determination of the Company’s 's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s 's securities which that can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 90 days after the registration statement for such offering has become effective and provided further that, then if any securities are registered for sale on behalf of other shareholders in such offering and such shareholders have not agreed to defer such sale until the expiration of such 90 day period, the number of securities to be sold by all shareholders in such public offering during such 90 day period shall be apportioned pro rata among all such selling shareholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholders, including all holders of the Registrable Securities.

Grant of Right. Unless all In addition to the demand right of the Registrable Securities are included in an effective registration statement with a current prospectusregistration, the Holders of the Representative’s Warrants Purchase Options shall have the right for a period of not more than three six (36) years commencing one year from the date of effectiveness of the Registration StatementEffective Date, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion determination of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 90 days after the registration statement for such offering has become effective and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 90 day period, the number of securities to be sold by all shareholders stockholders in such public offering during such 90 day period shall be apportioned pro rata among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all In addition to the demand right of the Registrable Securities are included in an effective registration statement with a current prospectusregistration, the Holders of the Representative’s Warrants Purchase Options shall have the right for a period of not more than three (3) six years commencing one year from the date of effectiveness of the Registration Statement, Effective Date to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); ) provided, however, that if, in the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 180 days after the registration statement for such offering has become effective and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 180 day period, the number of securities to be sold by all shareholders stockholders in such public offering during such 180 day period shall be apportioned pro rata among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all In addition to the demand right of the Registrable Securities are included in an effective registration statement with a current prospectusregistration, the Holders of the Representative’s Warrants Purchase Options shall have the unlimited right for a during the five year period of not more than three (3) years from commencing after the date of effectiveness of the Registration StatementClosing, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form)) as long as such registration covers securities with a market value on the date of the initial filing of such registration statement in excess of $200,000; provided, however, that if, in the written opinion determination of the Company’s 's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 90 days after the registration statement for such offering has become effective and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 90 day period, the number of securities to be sold by all shareholders stockholders in such public offering during such 90 day period shall be apportioned pro rata among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the The Holders of the Representative’s Warrants this Warrant shall have the right for a during the exercise period of not more than three (3) years from the date of effectiveness to include all or any of the Registration Statementshares of Common Stock underlying this Warrant (collectively, to include the remaining "Registrable Securities Securities") as part of any other registration of securities filed by the Company Company, to the extent permitted (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offeringoffering (the "Underwriter"), the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 90 days after the registration statement for such offering has become effective; and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 90 day period, the number of securities to be sold by all shareholders stockholders in such public offering during such 90 day period shall be apportioned pro rata among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned proposed to be sold by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Purchase Warrants shall have the right for a period of not more than three five (35) years from the date of effectiveness of the Registration Statement, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders in such public offering shall be apportioned pro rata among all such selling shareholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholders, including all holders of the Registrable Securities.

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the The Holders of the Representative’s Warrants this Warrant shall have the right for a period of not more than three (3) seven years from the date of effectiveness of the Registration Statement, Commencement Date to include all or any part of this Warrant and the remaining shares of Common Stock underlying this Warrant (collectively, the "Registrable Securities Securities") as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in In the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offeringoffering (the "Underwriter"), the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), . will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 90 days after the registration statement for such offering has become effective; and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 90- day period, the number of securities to be sold by all shareholders in stockholders In such public offering during such 90-day period shall be apportioned pro rata among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned proposed to be sold by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Purchase Warrants shall have the right for a period of not more than three seven (37) years from the date of effectiveness of the Registration Statement, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders in such public offering shall be apportioned pro rata among all such selling shareholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholders, including all holders of the Registrable Securities.

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Warrants shall have the right for a period of not more than three five (35) years from the date of effectiveness of the Registration StatementCommencement Date in accordance with FINRA Rule 5110 (g)(8)(D), to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of ninety not to exceed one hundred eighty (90180) days from the effective date of the offeringoffering as the managing underwriter or underwriters may require, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders each Holder of the Registrable Securities in such public offering shall be apportioned pro rata among all such selling shareholdersthem, including all holders of the Registrable Securities, according in proportion to the total amount of securities of the Company owned by said selling shareholders, including all holders of the Holders seeking to include Registrable Securities.

Grant of Right. Unless No later than October 1, 2025 (the “Filing Date”), the Company shall file with the Commission (at the Company’s sole cost and expense) a registration statement on Form S-3 (or, of Form S-3 is not then available, Form S-1) or such other form of registration statement as is then available registering the resale of the Warrant Shares issuable upon exercise of the Warrants (a “Registration Statement” (which term, for the avoidance of doubt, shall include any registration statement filed pursuant to this Section 5)), and the Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but no later than the expiration of the Lockup Period. The Company agrees that the Company will use its reasonable best efforts to, at its expense, cause such Registration Statement or another registration statement (which may be a “shelf registration statement”) to remain effective with respect to Holder, keep any qualification, exemption or compliance under state securities laws which the Company determines to obtain continuously effective with respect to Holder, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of (i) the date on which all of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Warrants Warrant Shares shall have the right for a period of not more than three (3) years from the date of effectiveness of the Registration Statementbeen sold, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) on the first date on which Holder can sell all of its Warrant Shares (or shares received in exchange therefor) under Rule 144 of the Securities Act without materially limitation as to the manner of sale, the amount of such securities that may be sold and adversely affecting without the entire offering, then requirement for the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders in such compliance with the current public offering shall be apportioned pro rata among all such selling shareholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholders, including all holders of the Registrable Securitiesinformation required under Rule 144.

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the The Holders of the Representative’s Warrants this Warrant shall have the right for a period of not more than three (3) seven years from the date of effectiveness Commencement Date to include all or any number of the Registration Statementshares of Common Stock underlying this Warrant (collectively, to include the remaining "Registrable Securities Securities") as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offeringoffering (the "Underwriter"), the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 90 days after the registration statement for such offering has become effective; and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 90 day period, the number of securities to be sold by all shareholders stockholders in such public offering during such 90 day period shall be apportioned pro rata among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned proposed to be sold by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all In addition to the demand right of the Registrable Securities are included in an effective registration statement with a current prospectusregistration, the Holders of the Representative’s Warrants Purchase Options shall have the right for a period of not more than three (3) six years commencing one year from the date of effectiveness of the Registration StatementEffective Date, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 90 days after the registration statement for such offering has become effective and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 90 day period, the number of securities to be sold by all shareholders stockholders in such public offering during such 90 day period shall be apportioned pro rata PRO RATA among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all In addition to the demand right of the Registrable Securities are included in an effective registration statement with a current prospectusregistration, the Holders of the Representative’s Warrants Purchase Options shall have the right for a period of not more than three six (36) years commencing one year from the date of effectiveness of the Registration StatementEffective Date, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion determination of the Company’s 's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 90 days after the registration statement for such offering has become effective and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 90 day period, the number of securities to be sold by all shareholders stockholders in such public offering during such 90 day period shall be apportioned pro rata PRO RATA among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the The Holders of the Representative’s Warrants this Warrant shall have the right for a period of not more than three (3) seven years from the date of effectiveness of the Registration Statement, Commencement Date to include all or any part of this Warrant and the remaining shares of Common Stock underlying this Warrant (collectively, the "Registrable Securities Securities") as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offeringoffering (the "Underwriter"), the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 90 days after the registration statement for such offering has become effective or for such longer period as the managing underwriter may require; and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such period, the number of securities to be sold by all shareholders stockholders in such public offering during such period shall be apportioned pro rata among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all In addition to the demand right of the Registrable Securities are included in an effective registration statement with a current prospectusregistration, the Holders of the RepresentativeUnderwriter’s Warrants shall have the right for a period of not more than three (3) years from the date of effectiveness or the commencement of sales of the Registration StatementOffering, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of ninety (90) 90 days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders stockholders in such public offering shall be apportioned pro rata among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all In addition to the demand right of registration, the Holder(s) of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Warrants shall have the right for a period of not more than three five (35) years from beginning one year after the date of effectiveness of the Registration StatementEffective Date, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); S-8) provided, however, that if, in the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s 's securities which that can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire terms of the offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holder(s) until 180 days after the registration statement for such offering has become effective and provided further that, then if any securities are registered for sale on behalf of other shareholders in such offering and such shareholders have not agreed to defer such sale until the expiration of such 180-day period, the number of securities to be sold by all shareholders in such public offering during such 180- day period shall be apportioned pro rata among all such selling shareholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholders, including all holders of the Registrable Securities.

Grant of Right. Unless all The Holder of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Warrants this Warrant shall have the right for a period of not more than three (3) five years from the date of effectiveness of the Registration Statement, Commencement Date to include all or any part of this Warrant and the remaining shares of Common Stock underlying this Warrant (collectively, the "Registrable Securities Securities") as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offeringoffering (the "Underwriter"), the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 75 days after the registration statement for such offering has become effective; and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 75 day period, the number of securities to be sold by all shareholders stockholders in such public offering during such 75 day period shall be apportioned pro rata among rataamong all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned proposed to be sold by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Underwriters’ Warrants shall have the right for a period of not more than three (3) years from the date of effectiveness of the Registration Statement, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s managing underwriter Underwriters or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders in such public offering shall be apportioned pro rata among all such selling shareholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholders, including all holders of the Registrable Securities.

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the The Holders of the Representative’s Warrants this Warrant shall have the right for a period of not more than three (3) seven years from the date of effectiveness of the Registration Statement, Commencement Date to include all or any part of this Warrant and the remaining shares of Common Stock underlying this Warrant (collectively, the "Registrable Securities Securities") as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); ) provided, however, that if, in the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offeringoffering (the "Underwriter"), the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), stockholder(s) will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 180 days after the registration statement for such offering has become effective or such date as the company shall consent to and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 180 day period, the number of securities to be sold by all shareholders stockholders in such public offering during such 180 day period shall be apportioned pro rata among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all In addition to the demand right of the Registrable Securities are included in an effective registration statement with a current prospectusregistration, the Holders of the Representative’s Warrants Purchase Options shall have the right for a period of not more than three (3) seven years commencing one year from the date of effectiveness of the Registration StatementEffective Date, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); ) provided, however, that if, in the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 180 days after the registration statement for such offering has become effective and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 180 day period, the number of securities to be sold by all shareholders stockholders in such public offering during such 180 day period shall be apportioned pro rata PRO RATA among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all In addition to the demand right of the Registrable Securities are included in an effective registration statement with a current prospectusregistration, the Holders of the Representative’s Warrants Warants shall have the unlimited right for a during the five year period of not more than three (3) years from commencing after the date of effectiveness of the Registration StatementClosing, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any successor or equivalent form)) as long as such registration covers securities with a market value on the date of the initial filing of such registration statement in excess of $200,000; provided, however, that if, in the written opinion determination of the Company’s 's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s 's securities which can be marketed (ia) at a price reasonably related to their then current market value, and or (iib) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 90 days after the registration statement for such offering has become effective and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 90-day period, the number of securities to be sold by all shareholders stockholders in such public offering during such 90-day period shall be apportioned pro rata among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Warrants The Affiliate Buyer (as defined below) shall have the right for a period of not more than three (3) years from the date of effectiveness of the Registration Statement, to include the remaining Registrable Securities (as defined below) as part of any other registration of securities filed by the Company (other than a registration statement (i) filed in connection with a transaction contemplated by Rule 145(a) promulgated under the Act any employee stock option or other benefit plan pursuant to Form S-8 or any successor or equivalent form), (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for a dividend reinvestment plan, or (iv) filed by the Company to register certain securities of the Company issuable to the Lincoln Park Capital Fund, LLC (“LPC”) pursuant to the terms of those certain Purchase Agreement and Registration Rights Agreement, each by and between the Company and LPC, each dated as of February 18, 2013, in each case on the same terms and conditions as any similar securities of the Company being registered (other than duration of the registration rights, which shall be governed solely by this Section8(h) and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof only to the extent such Registrable Securities have not been previously registered for resale by the Affiliate Buyer or are otherwise able to be resold without restriction; provided, however, that that, in the case of an underwritten offering, if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders Affiliate Buyer to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the underwritten offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders selling stockholders in such public underwritten offering during such ninety (90) day period shall be apportioned pro rata among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholdersstockholders, including all holders of the Registrable Securities. Notwithstanding the foregoing, to the extent that the Registrable Securities have not been registered by the Company as contemplated above at the time the Company is required to file a registration statement in connection with the final Milestone Event (the “Milestone Event Registration Statement”) as set forth in Section 9.7 of that certain Exchange And Purchase Agreement dated February 8, 2012, by and among the Company, Aldagen, Inc., a Delaware corporation, and Aldagen Holdings, LLC, a North Carolina limited liability company (the “Agreement”), the Affiliate Buyer shall have the right to include such Registrable Securities in the Milestone Event Registration Statement. Capitalized terms used in this paragraph and not defined herein shall have the meanings given such terms in Section 9.7 of the Agreement.

Grant of Right. Unless all In addition to the demand right of registration, described in Section 4.1 hereof the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Warrants Holder shall have the right right, for a period of not more than three four (34) years commencing one (1) year from the date of effectiveness of the Registration StatementEffective Date, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a145 (a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form)) only to the extent such Registrable Securities have not been previously registered and currently available for resale without any restrictions; provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date Effective Date of the offering, ; provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders stockholders in such public offering during such ninety (90) day period shall be apportioned pro rata among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all (a) The Holder of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Warrants Warrant shall have the right for a period of not more than three five (35) years from after the date of effectiveness of the Registration StatementEffective Date, to include all of the remaining Warrant Shares underlying this Warrant but with respect to which this Warrant has not been terminated (the "Registrable Securities Securities") as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent formForm S-4); provided, however, that if, in the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will exceed adversely affect the maximum amount distribution of the Company’s securities which can to be marketed (i) at a price reasonably related to their then current market valuesold, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from required to be so registered, but such Registrable Securities, at the effective date option of the offeringCompany, providedshall not be sold by the Holder(s) until 180 days after the registration statement for such offering has become effective and provided further that, furtherif any securities are registered for sale on behalf of other security holders in such offering and such security holders have not agreed to defer such sale until the expiration of such 180-day period, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders security holders in such public offering during such 180-day period shall be apportioned pro rata among all such selling shareholderssecurity holders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholderssecurity holders, including all holders of the Registrable Securities.

Grant of Right. Unless In addition to the demand right of registration, the Holder(s) of the PHD Warrants shall have the right, at any time until the earlier of (i) the seventh anniversary of the Closing Date or (ii) the date upon which all of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Warrants shall have the right eligible for a period of not more than three (3) years from the date of effectiveness of the Registration Statementresale pursuant to Rule 144(k), to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); ) provided, however, that if, in the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holder(s) until 180 days after the registration statement for such offering has become effective and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 180 day period, the number of securities to be sold by all shareholders in such public offering during such 180 day period shall be apportioned pro rata among all such selling shareholdersstockholders, including all holders of the Registrable SecuritiesHolder(s), according to the total amount of securities of the Company owned by said selling shareholders, including all holders of the Registrable Securities.

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the RepresentativeUnderwriter’s Warrants shall have the right for a period of not more than three (3) years from the date of effectiveness of the Registration Statement, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders in such public offering shall be apportioned pro rata among all such selling shareholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholders, including all holders of the Registrable Securities.

Grant of Right. Unless all In addition to the demand right of the Registrable Securities are included in an effective registration statement with a current prospectusregistration, the Holders of the Representative’s Warrants Purchase Options shall have the right for a period of not more than three (3) six years commencing one year from the date of effectiveness of the Registration StatementEffective Date, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); ) provided, however, that if, in the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 180 days after the registration statement for such offering has become effective and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 180 day period, the number of securities to be sold by all shareholders stockholders in such public offering during such 180 day period shall be apportioned pro rata PRO RATA among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the The Holders of the Representative’s Warrants this Warrant shall have the right for a period of not more than three (3) years from the date of effectiveness on or before December 15, 2005 to include all or any part of the Registration Statement, to include shares of Common Stock underlying this Warrant (the remaining "Registrable Securities Securities") as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offeringoffering (the "Underwriter"), the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 90 days after the registration statement for such offering has become effective; and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 90 day period, the number of securities to be sold by all shareholders stockholders in such public offering during such 90 day period shall be apportioned pro rata among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned proposed to be sold by said selling shareholdersstockholders, including all holders of the Registrable Securities. Notwithstanding the foregoing, if the shares of Common Stock underlying this Warrant are freely saleable, without restriction, under an exemption from the registration requirements of the Act at the time of filing of the registration statement, the Company shall have no obligation under this Section 5 to register such shares under such registration statement.

Grant of Right. Unless all In addition to the demand right of the Registrable Securities are included in an effective registration statement with a current prospectusregistration, the Holders of the Representative’s Warrants Purchase Options shall have the right right, for a period of not more than three (3) six years commencing one year from the date of effectiveness of the Registration StatementEffective Date, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); ) provided, however, that if, in the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 180 days after the registration statement for such offering has become effective and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 180 day period, the number of securities to be sold by all shareholders stockholders in such public offering during such 180 day period shall be apportioned pro rata among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Purchase Warrants shall have the right for a period of not more than three (3) years from the date of effectiveness of the Registration Statement, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders in such public offering shall be apportioned pro rata among all such selling shareholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholders, including all holders of the Registrable Securities.

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Purchase Warrants shall have the right for a period of not more than three seven (37) years from the date commencement of effectiveness sales of the Registration StatementOffering, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders in such public offering shall be apportioned pro rata among all such selling shareholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholders, including all holders of the Registrable Securities.

Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the RepresentativeUnderwriter’s Warrants shall have the right for a period of not more than three (3) years from the date of effectiveness of the Registration Statement, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders in such public offering shall be apportioned pro rata among all such selling shareholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholders, including all holders of the Registrable Securities.

Grant of Right. Unless all The Holders of this Warrant for so long -------------- as they hold any of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Warrants shall have the right for a period of not more than three (3) years from the date of effectiveness Commencement Date to include all or any part of the Registration Statement, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form), including those registrations filed prior to the date hereof but which have not yet been declared effective; provided, however, that if, in the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offeringoffering (the "Underwriter"), the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holders until 90 days after the registration statement for such offering has become effective; and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 90 day period, the number of securities to be sold by all shareholders stockholders in such public offering during such 90 day period shall be apportioned pro rata PRO RATA among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned proposed to be sold by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all In addition to the demand right of registration, described in Section 4.1 hereof the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Warrants Holder shall have the right right, for a period of not more than three four (34) years commencing one (1) year from the date of effectiveness of the Registration StatementClosing Date, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a145 (a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form)) only to the extent such Registrable Securities have not been previously registered and currently available for resale without any restrictions; provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date Effective Date of the offering, ; provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders stockholders in such public offering during such ninety (90) day period shall be apportioned pro rata among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all In addition to the right of the Registrable Securities are included registration set forth in an effective registration statement with a current prospectusParagraph A, the Holders of the Representative’s Warrants Investors shall have the right for a period of not more than three (3) years from until the date of effectiveness which is seven years after the Closing Date (as defined in the Stock and Option Agreement) to include any of the Registration Statement, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any successor or equivalent form); , provided, however, that if, in the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(sstockholder(s), will exceed the maximum amount of the Company’s 's securities which can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Investors until 180 days after the registration statement for such offering has become effective and provided further that, then if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such 180 day period, the number of securities to be sold by all shareholders stockholders in such public offering during such 180 day period shall be apportioned pro rata among all such selling shareholdersstockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholdersstockholders, including all holders of the Registrable Securities.

Grant of Right. Unless all In addition to the demand right of registration, the Holder(s) of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Representative’s Warrants shall have the right for a period of not more than three four (34) years from beginning one year after the date of effectiveness of the Registration StatementEffective Date, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent formS-8); , at the Company's sole cost and expense, provided, however, that if, in the written opinion of the Company’s 's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s 's securities which that can be marketed (i) at a price reasonably related to their then current market value, and or (ii) without materially and adversely affecting the entire terms of the offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of shall nevertheless register all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any required to be so registered but such Registrable Securities is so delayedshall not be sold by the Holder(s) until 180 days after the registration statement for such offering has become effective and provided further that, then if any securities are registered for sale on behalf of other shareholders in such offering and such shareholders have not agreed to defer such sale until the expiration of such 180-day period, the number of securities to be sold by all shareholders in such public offering during such 180-day period shall be apportioned pro rata among all such selling shareholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholders, including all holders of the Registrable Securities.