Common use of Obligations of Holders Clause in Contracts

Obligations of Holders. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 6 hereof that each of the selling Holders shall: (a) Furnish to the Company such information regarding themselves, the Option Shares held by them, the intended method of sale or other disposition of such securities, the identity of and compensation to be paid to any underwriters proposed to be employed in connection with such sale or other disposition, and such other information as may reasonably be required to effect the registration of their Option Shares. (b) Notify the Company, at any time when a prospectus relating to the Option Shares covered by a registration statement is required to be delivered under the Act, of the happening of any event with respect to such selling Holder as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (c) The Holder(s) of the securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement; provided, however, that the indemnity of such Holder(s) shall be limited to the net proceeds received by such Holder(s) in the sale of securities pursuant to the respective registration statement to the same extent and with the same effect as the provisions contained in Section 6 of the Placement Agent Agreement pursuant to which the Placement Agent has agreed to indemnify the Company.

Obligations of Holders. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 6 hereof 10.1 through 10.11 that each of the selling Holders Holder shall: (a) Furnish to cooperate with the Company such information regarding themselvesCompany, its counsel, advisors and other representatives, and comply with all applicable provisions of law (including, without limitation, the Option Shares held by them, prospectus delivery requirements of the intended method of sale or other disposition of such securities, Securities Act and Rule 10b-5 and Regulation M under the identity of and compensation to be paid to any underwriters proposed to be employed Exchange Act) in connection with such sale or other disposition, and such other information as may reasonably be required any registration effected pursuant to effect the registration provisions of their Option Shares.this Agreement; (b) Notify promptly provide to the Company, at in writing, such information as the Company or its counsel deems necessary for inclusion in the registration statement, which information, when given, shall be true and correct in all material respects and shall not omit any time when information necessary to make the information furnished not misleading; (c) execute all questionnaires, powers of attorney or other documents as the Company may reasonably request; (d) discontinue sales of Registrable Securities upon notification of any stop order or suspension of the effectiveness of the registration statement; (e) notify the Company immediately upon any material change in the plan of distribution or other information concerning such Holder described in the prospectus; (f) discontinue sales of Registrable Securities and use of the related prospectus following notification by the Company that the registration statement must be amended or supplemented. The Company shall promptly file such amendment or supplement; (g) not use any prospectus other than the most recent prospectus reasonably known to such Holder related to the registration statement; and (h) upon presentation of a stock certificate representing Registrable Securities sold in such registration, certify that the sale was made in accordance with the terms hereof and the plan of distribution described in the prospectus relating thereto. If any Holder fails to provide the Option Shares covered by a registration statement is required to be delivered under the Act, Company with such information within twenty (20) days of the happening of any event Company's request, the Company's obligations under Sections 10.1 through 10.11 hereof with respect to such selling Holder as a result of which or the prospectus included in Registrable Shares owned by such registration statementHolder shall be suspended until such Holder provides such information, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (c) The Holder(s) of the securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement; provided, however, that if a Holder provides any such information too late to be reasonably included in such Registration, the indemnity of Company's obligations under Section 10.1 through 10.11 with respect to such Holder(s) Holder or the Registrable Shares owned by such Holder shall be limited terminated with respect to the net proceeds received by such Holder(s) in the sale of securities pursuant to the respective registration statement to the same extent and with the same effect as the provisions contained in Section 6 of the Placement Agent Agreement pursuant to which the Placement Agent has agreed to indemnify the CompanyRegistration.

Obligations of Holders. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 6 8 hereof that each of the selling Holders shall: (a) Furnish to the Company such information regarding themselves, the Option Warrant Shares held by them, the intended method of sale or other disposition of such securities, the identity of and compensation to be paid to any underwriters proposed to be employed in connection with such sale or other disposition, and such other information as may reasonably be required to effect the registration of their Option Warrant Shares. (b) Notify the Company, at any time when a prospectus relating to the Option Warrant Shares covered by a registration statement is required to be delivered under the Act, of the happening of any event with respect to such selling Holder as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (c) The Holder(s) of the securities Warrants and/or Warrant Shares to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement; provided, however, that the indemnity of such Holder(s) shall be limited to the net proceeds received by such Holder(s) in the sale of securities pursuant to the respective registration statement to the same extent and with the same effect as the provisions contained in Section 6 of the Placement Agent Agreement pursuant to which the Placement Agent has agreed to indemnify the Companystatement.

Obligations of Holders. It shall be In connection with and as a condition precedent to the Company's obligations with respect to a Registration Statement pursuant to Sections 2 and 3 hereof and this Section 4, each Holder agrees that (i) it will not offer or sell its Registrable Securities under the Registration Statement until it has received copies of the Company to take supplemental or amended Prospectus contemplated by Section 4(a)(ii) hereof and receives notice that any action pursuant to Section 6 hereof that each post- effective amendment has become effective; and (ii) upon receipt of the selling Holders shall: (a) Furnish to any notice from the Company such information regarding themselves, the Option Shares held by them, the intended method of sale or other disposition of such securities, the identity of and compensation to be paid to any underwriters proposed to be employed in connection with such sale or other disposition, and such other information as may reasonably be required to effect the registration of their Option Shares. (b) Notify the Company, at any time when a prospectus relating to the Option Shares covered by a registration statement is required to be delivered under the Act, of the happening of any event with respect to such selling Holder as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (ckind described in Section 4(a)(iv)(C) The Holder(s) hereof, such Holder will forthwith discontinue disposition of the securities to be sold Registrable Securities pursuant to a registration statementRegistration Statement until such Holder receives copies of the supplemented or amended Prospectus contemplated by Section 4(a)(vii) hereof and receives notice that any post-effective amendment has become effective, and their successors and assignsand, shall severally, and not jointly, indemnify if so directed by the Company, its officers and directors and each person, if any, who controls such Holder will deliver to the Company within (at the meaning of Section 15 expense of the Act or Section 20(aCompany) all copies in its possession, other than permanent file copies then in such Holder's possession, of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under Prospectus covering such Registrable Securities current at the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf time of receipt of such Holdersnotice. Each Holder will furnish to the Company all information relating to the Holder required by the Securities Act to be included in the Registration Statement. The Company may require, as a condition to fulfilling its obligations to register the Registrable Securities under Sections 2 or their successors or assigns3 hereof, that the Holders execute reasonable and customary indemnification agreements for specific inclusion in such registration statementthe benefit of the underwriters of the registration; provided, however, that the indemnity of such Holder(s) shall Holders may not be limited to the net proceeds received by such Holder(s) in the sale of securities pursuant to the respective registration statement to the same extent and with the same effect as the provisions contained in Section 6 of the Placement Agent Agreement pursuant to which the Placement Agent has agreed required to indemnify the Company's underwriters except with respect to information relating to the Holders furnished by the Holders for use in such Registration Statement.

Obligations of Holders. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 6 SECTION 9 hereof that each of the selling Holders shall: (a) Furnish to the Company such information regarding themselves, the Option Warrant Shares held by them, the intended method of sale or other disposition of such securities, the identity of and compensation to be paid to any underwriters proposed to be employed in connection with such sale or other disposition, and such other information as may reasonably be required to effect the registration of their Option Warrant Shares. (b) Notify the Company, at any time when a prospectus relating to the Option Warrant Shares covered by a registration statement is required to be delivered under the Act, of the happening of any event with respect to such selling Holder as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (c) The Holder(s) of the securities Warrant Shares to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement; provided, however, that the indemnity of such Holder(s) shall be limited to the net proceeds received by such Holder(s) in the sale of securities pursuant to the respective registration statement to the same extent and with the same effect as the provisions contained in Section 6 7 of the Placement Agent Engagement Agreement pursuant to which the Placement Agent has Underwriters have agreed to indemnify the Company.

Obligations of Holders. It shall be In connection with and as a condition precedent to the Company's obligations with respect to a Registration Statement pursuant to Sections 2 and 3 hereof and this Section 4, each Holder agrees that (i) it will not offer or sell its Registrable Securities under the Registration Statement until it has received copies of the Company to take supplemental or amended Prospectus contemplated by Section 4(a)(ii) hereof and receives notice that any action pursuant to Section 6 hereof that each post-effective amendment has become effective; and (ii) upon receipt of the selling Holders shall: (a) Furnish to any notice from the Company such information regarding themselves, the Option Shares held by them, the intended method of sale or other disposition of such securities, the identity of and compensation to be paid to any underwriters proposed to be employed in connection with such sale or other disposition, and such other information as may reasonably be required to effect the registration of their Option Shares. (b) Notify the Company, at any time when a prospectus relating to the Option Shares covered by a registration statement is required to be delivered under the Act, of the happening of any event with respect to such selling Holder as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (ckind described in Section 4(a)(iv)(C) The Holder(s) hereof, such Holder will forthwith discontinue disposition of the securities to be sold Registrable Securities pursuant to a registration statementRegistration Statement until such Holder receives copies of the supplemented or amended Prospectus contemplated by Section 4(a)(vii) hereof and receives notice that any post-effective amendment has become effective, and their successors and assignsand, shall severally, and not jointly, indemnify if so directed by the Company, its officers and directors and each person, if any, who controls such Holder will deliver to the Company within (at the meaning of Section 15 expense of the Act or Section 20(aCompany) all copies in its possession, other than permanent file copies then in such Holder's possession, of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under Prospectus covering such Registrable Securities current at the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf time of receipt of such Holdersnotice. Each Holder will furnish to the Company all information relating to the Holder required by the Securities Act to be included in the Registration Statement. The Company may require, as a condition to fulfilling its obligations to register the Registrable Securities under Sections 2 or their successors or assigns3 hereof, that the Holders execute reasonable and customary indemnification agreements for specific inclusion in such registration statementthe benefit of the underwriters of the registration; provided, however, that the indemnity of such Holder(s) shall Holders may not be limited to the net proceeds received by such Holder(s) in the sale of securities pursuant to the respective registration statement to the same extent and with the same effect as the provisions contained in Section 6 of the Placement Agent Agreement pursuant to which the Placement Agent has agreed required to indemnify the Company's underwriters except with respect to information relating to the Holders furnished by the Holders for use in such Registration Statement.

Obligations of Holders. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 6 hereof 5 that each of the selling Holders Holder shall: (a) Furnish to cooperate with the Company such information regarding themselvesCompany, its counsel, advisors and other representatives, and comply with all applicable provisions of law (including, without limitation, the Option Shares held by them, prospectus delivery requirements of the intended method of sale or other disposition of such securities, Securities Act and Rule 10b-5 and Regulation M under the identity of and compensation to be paid to any underwriters proposed to be employed Exchange Act) in connection with such sale or other disposition, and such other information as may reasonably be required any registration effected pursuant to effect the registration provisions of their Option Shares.this Agreement; (b) Notify promptly provide to the Company, at in writing, such information as the Company or its counsel deems necessary for inclusion in the registration statement, which information, when given, shall be true and correct in all material respects and shall not omit any time when information necessary to make the information furnished not misleading; (c) execute all questionnaires, powers of attorney or other documents as the Company may reasonably request; (d) discontinue sales of Registrable Securities upon notification of any stop order or suspension of the effectiveness of the registration statement; (e) notify the Company immediately upon any material change in the plan of distribution or other information concerning such Holder described in the prospectus; (f) discontinue sales of Registrable Securities and use of the related prospectus following notification by the Company that the registration statement must be amended or supplemented. The Company shall promptly file such amendment or supplement; (g) not use any prospectus other than the most recent prospectus reasonably known to such Holder related to the registration statement; and (h) upon presentation of a stock certificate representing Registrable Securities sold in such registration, certify that the sale was made in accordance with the terms hereof and the plan of distribution described in the prospectus relating thereto. If any Holder fails to provide the Option Shares covered by a registration statement is required to be delivered under the Act, Company with such information within ten (10) days of the happening of any event Company's request, the Company's obligations under Section 5 hereof with respect to such selling Holder as a result of which or the prospectus included in Registrable Shares owned by such registration statementHolder shall be suspended until such Holder provides such information, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (c) The Holder(s) of the securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement; provided, however, that if a Holder provides any such information too late to be reasonably included in such Registration, the indemnity of Company's obligations under Section 5 with respect to such Holder(s) Holder or the Registrable Shares owned by such Holder shall be limited terminated with respect to the net proceeds received by such Holder(s) in the sale of securities pursuant to the respective registration statement to the same extent and with the same effect as the provisions contained in Section 6 of the Placement Agent Agreement pursuant to which the Placement Agent has agreed to indemnify the CompanyRegistration.

Obligations of Holders. It shall be a condition precedent to the obligations obligation of the Company to take register any action Underlying Shares or shares of Restricted Stock pursuant to Section 6 10.1 or Section 10.2 hereof that each of the selling Holders shall: : (a) Furnish furnish to the Company such information regarding themselves, the Option Underlying Shares or shares of Restricted Stock held by them, and the intended method of sale or disposition thereof and other disposition of such securities, information concerning the identity of Holders as the Company shall reasonably request and compensation to as shall be paid to any underwriters proposed to be employed required in connection with such sale or other disposition, and such other information as may reasonably be required to effect the registration of their Option Shares. statement to be filed by the Company; (b) Notify agree to abide by such additional or customary terms affecting the proposed offering as are applicable to shareholders including the Underlying Shares or shares of Restricted Stock in any such registration as reasonably may be requested by the managing underwriter of such offering, including a requirement, if applicable, and if agreed to by all other members of the Company's Board of Directors, officers and 5% holders (or greater) of Common Stock and Convertible Securities of the Company, at any to withhold from the public market for a period of time when a prospectus relating (not to exceed 120 days) as shall be mutually acceptable to the Option Holders and such managing underwriter any shares or Warrants excluded from the offering at the request of such managing underwriter as permitted under Section 10.1 or Section 10.2 hereof; provided that nothing herein contained shall be deemed or construed to require any Holder which owns securities of the Company acquired other than by reason of the exercise of any Warrant, in whole or in part, to withhold such securities from sale during any such period of time, nor shall any Holder be required during such period of time to refrain from selling its Warrant, in whole or in part, Underlying Shares covered by or shares of Restricted Stock, if such sale shall be pursuant to a private placement to an Institutional Holder within the provisions of an exemption from the registration statement is required to be delivered requirements under the Securities Act or is consummated within the limitations or Rule 144 promulgated under the Securities Act, of the happening of any event with respect to such selling Holder as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. ; and (c) The Holder(s) of agree in writing in to pay all underwriting discounts and commissions applicable to the securities to be being sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify by the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement; provided, however, that the indemnity of such Holder(s) shall be limited to the net proceeds received by such Holder(s) in the sale of securities pursuant to the respective registration statement to the same extent and with the same effect as the provisions contained in Section 6 of the Placement Agent Agreement pursuant to which the Placement Agent has agreed to indemnify the Company.

Obligations of Holders. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 6 hereof that each of the selling Holders shall: (a) Furnish to Each Holder agrees that, upon receipt of any notice from the Company such information regarding themselves, the Option Shares held by them, the intended method of sale or other disposition of such securities, the identity of and compensation to be paid to any underwriters proposed to be employed in connection with such sale or other disposition, and such other information as may reasonably be required to effect the registration of their Option Shares. (b) Notify the Company, at any time when a prospectus relating to the Option Shares covered by a registration statement is required to be delivered under the Act, of the happening of any event with respect requiring the preparation of a supplement or amendment to such selling Holder as a result of which the prospectus included in such registration statementrelating to Registrable Securities so that, as then in effectthereafter delivered to the Holders, includes such prospectus shall not contain an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light misleading, each Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement contemplated by either of Section 5.2 or Section 5.3 until its receipt of copies of the supplemented or amended prospectus from the Company, such prospectus to be forwarded promptly to the Subscriber by the Company, and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) Each Holder shall suspend, upon request of the Company, any disposition of Registrable Securities pursuant to a registration statement contemplated by either of Section 5.2 or Section 5.3 during (i) any period not to exceed two 30-day periods within any one 12-month period the Company requires in connection with a primary underwritten offering of equity securities and (ii) any period, not to exceed one 45-day period within any one 12-month period, when the Company determines in good faith that offers and sales pursuant thereto should not be made by reason of the presence of material undisclosed circumstances then existingor developments with respect to which the disclosure that would be required in such a prospectus is premature, would have an adverse effect on the Company or is otherwise inadvisable. (c) The Holder(sAs a condition to the inclusion of its Registrable Securities, each Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this ARTICLE V. (d) Each Holder hereby covenants with the Company not to make any sale of the securities Registrable Securities without effectively causing the prospectus delivery requirements under the Act to be satisfied. (e) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to a registration statement, and their successors and assigns, shall severally, and Registration Statement described in this ARTICLE V are not jointly, indemnify transferable on the Company, its officers and directors and each person, if any, who controls books of the Company within unless the meaning stock certificate submitted to the transfer agent evidencing such Registrable Securities is accompanied by a certificate reasonably satisfactory to the Company to the effect that (i) the Registrable Securities have been sold in accordance with such Registration Statement and (ii) the requirement of Section 15 delivering a current prospectus has been satisfied. (f) Each Holder agrees not to take any action with respect to any distribution deemed to be made pursuant to a Registration Statement which would constitute a violation of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject Regulation M under the Act, the Exchange Act or otherwiseany other applicable rule, arising regulation or law. (g) At the end of the period during which the Company is obligated to keep a Registration Statement current and effective as described above, the Holders of Registrable Securities included in such Registration Statement shall discontinue sales of shares pursuant to such Registration Statement upon receipt of notice from information furnished the Company of its intention to remove from registration the shares covered by or on behalf such Registration Statement which remain unsold, and such Holders shall notify the Company of the number of shares registered which remain unsold immediately upon receipt of such Holders, or their successors or assigns, for specific inclusion in such registration statement; provided, however, that the indemnity of such Holder(s) shall be limited to the net proceeds received by such Holder(s) in the sale of securities pursuant to the respective registration statement to the same extent and with the same effect as the provisions contained in Section 6 of the Placement Agent Agreement pursuant to which the Placement Agent has agreed to indemnify notice from the Company.

Obligations of Holders. It shall be a condition precedent to the ---------------------- obligations of the Company to take any action pursuant to Section 6 hereof 5 that each of the selling Holders Holder shall: (a) Furnish to cooperate with the Company such information regarding themselvesCompany, its counsel, advisors and other representatives, and comply with all applicable provisions of law (including, without limitation, the Option Shares held by them, prospectus delivery requirements of the intended method of sale or other disposition of such securities, Securities Act and Rule 10b-5 and Regulation M under the identity of and compensation to be paid to any underwriters proposed to be employed Exchange Act) in connection with such sale or other disposition, and such other information as may reasonably be required any registration effected pursuant to effect the registration provisions of their Option Shares.this Agreement; (b) Notify promptly provide to the Company, at in writing, such information as the Company or its counsel deems necessary for inclusion in the registration statement, which information, when given, shall be true and correct in all material respects and shall not omit any time when information necessary to make the information furnished not misleading; (c) execute all questionnaires, powers of attorney or other documents as the Company may reasonably request; (d) discontinue sales of Registrable Securities upon notification of any stop order or suspension of the effectiveness of the registration statement; (e) notify the Company immediately upon any material change in the plan of distribution or other information concerning such Holder described in the prospectus; (f) discontinue sales of Registrable Securities and use of the related prospectus following notification by the Company that the registration statement must be amended or supplemented. The Company shall promptly file such amendment or supplement; (g) not use any prospectus other than the most recent prospectus reasonably known to such Holder related to the registration statement; and (h) upon presentation of a stock certificate representing Registrable Securities sold in such registration, certify that the sale was made in accordance with the terms hereof and the plan of distribution described in the prospectus relating to the Option Shares covered by a registration statement is required to be delivered under the Act, of the happening of any event thereto. 5 with respect to such selling Holder as a result of which or the prospectus included in Registrable Shares owned by such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (c) The Holder(s) of the securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement; provided, however, that the indemnity of such Holder(s) Holder - shall be limited terminated with respect to the net proceeds received by such Holder(s) in the sale of securities pursuant to the respective registration statement to the same extent and with the same effect as the provisions contained in Section 6 of the Placement Agent Agreement pursuant to which the Placement Agent has agreed to indemnify the CompanyRegistration.

Obligations of Holders. It shall be a condition precedent to the obligations obligation of the Company to take register any action Underlying Shares or shares of Restricted Stock pursuant to Section 6 10.1 or Section 10.2 hereof that each of the selling Holders shall: : (a) Furnish furnish to the Company such information regarding themselves, the Option Underlying Shares or shares of Restricted Stock held by them, and the intended method of sale or disposition thereof and other disposition of such securities, information concerning the identity of Holders as the Company shall reasonably request and compensation to as shall be paid to any underwriters proposed to be employed required in connection with such sale or other disposition, and such other information as may reasonably be required to effect the registration of their Option Shares. statement to be filed by the Company; (b) Notify agree to abide by such additional or customary terms affecting the proposed offering as are applicable to shareholders including the Underlying Shares or shares of Restricted Stock in any such registration as reasonably may be requested by the managing underwriter of such offering, including a requirement, if applicable, and if agreed to by all other members of the Company’s Board of Directors, officers and 5% holders (or greater) of Common Stock and Convertible Securities of the Company, at any to withhold from the public market for a period of time when a prospectus relating (not to exceed 120 days) as shall be mutually acceptable to the Option Holders and such managing underwriter any shares or Warrants excluded from the offering at the request of such managing underwriter as permitted under Section 10.1 or Section 10.2 hereof; provided that nothing herein contained shall be deemed or construed to require any Holder which owns securities of the Company acquired other than by reason of the exercise of any Warrant, in whole or in part, to withhold such securities from sale during any such period of time, nor shall any Holder be required during such period of time to refrain from selling its Warrant, in whole or in part, Underlying Shares covered by or shares of Restricted Stock, if such sale shall be pursuant to a private placement to an Institutional Holder within the provisions of an exemption from the registration statement is required to be delivered requirements under the Securities Act or is consummated within the limitations or Rule 144 promulgated under the Securities Act, of the happening of any event with respect to such selling Holder as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. ; and (c) The Holder(s) of agree in writing in to pay all underwriting discounts and commissions applicable to the securities to be being sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify by the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement; provided, however, that the indemnity of such Holder(s) shall be limited to the net proceeds received by such Holder(s) in the sale of securities pursuant to the respective registration statement to the same extent and with the same effect as the provisions contained in Section 6 of the Placement Agent Agreement pursuant to which the Placement Agent has agreed to indemnify the Company.

Obligations of Holders. It Whenever the Holders of Registrable Securities sell any Registrable Securities pursuant to a Demand Registration, such Holders shall be a condition precedent obligated to comply with the obligations applicable provisions of the Company to take Securities Act, including the prospectus delivery requirements thereunder, and any action pursuant to Section 6 hereof that each of the selling Holders shall:applicable state securities or blue sky laws. (a) Furnish In connection with any registration statement for a Demand Registration in which a Holder of Registrable Securities is participating, the Company agrees to indemnify, to the Company fullest extent permitted by applicable law, each such information regarding themselvesHolder of Registrable Securities, its officers and directors and each Person who controls such Holder (within the Option Shares held by themmeaning of the Securities Act) against all losses, the intended method claims, damages, liabilities, expenses or any amounts paid in settlement of sale any litigation, investigation or other disposition of proceeding commenced or threatened to which each such securities, the identity of and compensation to be paid to any underwriters proposed to be employed in connection with such sale or other disposition, and such other information as indemnified party may reasonably be required to effect the registration of their Option Shares. (b) Notify the Company, at any time when a prospectus relating to the Option Shares covered by a registration statement is required to be delivered become subject under the ActSecurities Act (collectively, "CLAIMS") insofar as such Claim arose out of (i) any untrue or alleged untrue statement of material fact contained, on the happening of effective date thereof, in any event with respect to such selling Holder as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact prospectus or omits preliminary prospectus or any amendment thereof or supplement thereto or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, except insofar as the same are caused by or contained in any information furnished in writing to the light Company by such Holder expressly for use therein, by such Holder's failure to deliver a copy of the circumstances then existingregistration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of copies of the same or by such Holder's failure to comply with applicable securities laws. In connection with an underwritten offering, the Company will indemnify the underwriters, their officers and directors and each Person who controls the underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities. (b) In connection with any registration statements for a Demand Registration in which a Holder of Registrable Securities is participating, each such Holder will furnish to the Company in writing such customary information as the Company reasonably requests for use in connection with any such registration statement or prospectus (the "SELLER'S INFORMATION") and, to the fullest extent permitted by applicable law, will indemnify the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any and all Claims to which each such indemnified party may become subject under the Securities Act insofar as such Claim arose out of (i) any untrue or alleged untrue statement of material fact contained, on the effective date thereof, in any such registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements regarding Seller's Information therein not misleading or (iii) any failure on the part of the Holder to comply with applicable securities laws; provided that with respect to a Claim arising pursuant to clause (i) or (ii) above, the material misstatement or omission is contained in such Seller's Information; provided, further, that the obligation to indemnify will be individual to each Holder and will be limited to the amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such registration statement. (c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (but the failure to provide such notice shall not release the indemnifying party of its obligation under paragraphs (a) and (b), unless and then only to the extent that, the indemnifying party has been prejudiced by such failure to provide such notice) and (ii) unless in such indemnified party's reasonable judgment, based on written advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on written advice of counsel, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. (d) The Holder(sindemnifying party shall not be liable to indemnify an indemnified party for any settlement, or consent to judgment of any such action effected without the indemnifying party's written consent (but such consent will not be unreasonably withheld). Furthermore, the indemnifying party shall not, except with the prior written approval of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of a release from all liability in respect of such claim or litigation without any payment or consideration provided by each such indemnified party. (e) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under clauses (a) and (b) above in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the securities amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to be sold reflect not only the relative benefits received by the Company (if any), the underwriters, the sellers of Registrable Securities and any other sellers participating in the registration statement from the sale of shares pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the registered offering of securities for which indemnity is sought but also the relative fault of the Company, its officers the underwriters, the sellers of Registrable Securities and directors and each personany other sellers participating in the registration statement in connection with the statement or omission which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company (if any), who controls the underwriters, the sellers of Registrable Securities and any other sellers participating in the registration statement shall be deemed to be based on the relative relationship of the total net proceeds from the offering (before deducting expenses) to the Company within (if any), the meaning total underwriting commissions and fees from the offering (before deducting expenses) to the underwriters and the total net proceeds from the offering (before deducting expenses) to the sellers of Section 15 Registrable Securities and any other sellers participating in the registration statement. The relative fault of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the ActCompany, the Exchange Act underwriters, the sellers of Registrable Securities and any other sellers participating in the registration statement shall be determined by reference to, among other things, whether the untrue or otherwisealleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the sellers of Registrable Securities and the parties' relative intent, arising from knowledge, access to information furnished and opportunity to correct or prevent such statement or omission. (f) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of such Holdersthe indemnified party or any officer, director or their successors or assigns, for specific inclusion in such registration statement; provided, however, that the indemnity controlling person of such Holder(s) shall be limited to indemnified party and will survive the net proceeds received by such Holder(s) in the sale of securities pursuant to the respective registration statement to the same extent and with the same effect as the provisions contained in Section 6 transfer of the Placement Agent Agreement pursuant to which the Placement Agent has agreed to indemnify the CompanyRegistrable Securities.

Obligations of Holders. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 6 SECTION 9 hereof that each of the selling Holders shall: (a) Furnish to the Company such information regarding themselves, the Option Warrant Shares held by them, the intended method of sale or other disposition of such securities, the identity of and compensation to be paid to any underwriters proposed to be employed in connection with such sale or other disposition, and such other information as may reasonably be required to effect the registration of their Option Warrant Shares. (b) Notify the Company, at any time when a prospectus relating to the Option Warrant Shares covered by a registration statement is required to be delivered under the Act, of the happening of any event with respect to such selling Holder as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (c) The Holder(s) of the securities Warrant Shares to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement; provided, however, that the indemnity of such Holder(s) shall be limited to the net proceeds received by such Holder(s) in the sale of securities pursuant to the respective registration statement to the same extent and with the same effect as the provisions contained in Section 6 7 of the Placement Agent Agreement engagement agreement between the Company and Financial Advisor date as of May 23, 2003 pursuant to which the Placement Agent has Underwriters have agreed to indemnify the Company.