Common use of OBLIGATIONS OF THE INVESTOR Clause in Contracts

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. The Investor by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor's election to exclude all of the Investor's Registrable Securities from such Registration Statement. c. In the event the Investor elects to participate in an underwritten public offering pursuant to Section 2.b, the Investor agrees to enter into and perform the Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities. d. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e or the first sentence of Section 3.f, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.e or Section 3.f. e. The Investor may not participate in any underwritten offering pursuant to a registration hereunder unless the Investor (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Investor entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not to take any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change to the Investor's status that would preclude the Company from using Form SB-2 for the Registration Statement.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify In connection with the registration of the Registrable Securities, the Investor in writing of shall have the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. following obligations: (a) It shall be is a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as shall be necessary for the foregoing and as the Company may reasonably request.. At least six (6) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor of the information the Company requires from the Investor (the “Requested Information”) if any of the Investor’s Registrable Securities are eligible for inclusion in the Registration Statement. If at least one (1) business day prior to the filing date the Company has not received the Requested Information from the Investor (a “Non-Responsive Investor”), then the Company may file the Registration Statement without including Registrable Securities of such Non-Responsive Investor but shall not be relieved of its obligation to file a Registration Statement with the SEC relating to the Registrable Securities of such Non-Responsive Investor promptly after such Non-Responsive Investor provides the Requested Information; b. (b) The Investor by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company thereby in connection with the preparation and filing of any the Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor's ’s election to exclude all of the Investor's ’s Registrable Securities from such the Registration Statement.; c. In the event the Investor elects to participate in an underwritten public offering pursuant to Section 2.b, the Investor agrees to enter into and perform the Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities. d. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e 2(e) or the first sentence of Section 3.f2(f), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.e 2(e) or Section 3.f. e. The 2(f) and, if so directed by the Company, the Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice, except that each Investor may not participate in any underwritten offering pursuant to a registration hereunder unless the Investor retain one (i1) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Investor entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms copy of such underwriting arrangements, and prospectus solely for its files; and (iiid) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees that it will not effect any disposition of the Registrable Securities except as contemplated in the Registration Statement or as is otherwise in compliance with applicable securities laws and that it will promptly notify the Company of any material change in the information set forth in the Registration Statement regarding the Investor’s plan of distribution. The Investor agrees (a) to take notify the Company in writing in the event that such Investor enters into any action material agreement with a broker or a dealer for the sale of the Registrable Securities through a block trade, special offering or exchange distribution and (b) in connection with such agreement, to cause provide to the Investor Company in writing the information necessary to become a registered broker-dealer as defined enable the Company to prepare, at the Company’s sole cost and expense, any supplemental prospectus pursuant to Rule 424(c) under the 1934 Securities Act or which is required with respect to effect such transaction. In connection with any change sale of Registrable Securities which is made pursuant to the Investor's status that would preclude the Company from using Form SB-2 for the Registration Statement, the Investor shall comply with the prospectus delivery requirements of the Securities Act.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify In connection with the registration of the Registrable Securities, the Investor in writing of shall have the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration take any action pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company such information regarding itself, the number of Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required by rules of the SEC to effect the registration of such the Registrable Securities. The information so provided by the Investor shall be included without material alteration in the Registration Statement and shall not be modified without the Investor's written consent. At least ten (10) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor of the information the Company requires from the Investor (the "Requested Information") if the Investor elects to have the Investor's Registrable Securities and shall execute included in the Registration Statement. If within five (5) business days of such documents in connection with such registration as notice the Company has not received the Requested Information from an Investor (a "Non-Responsive Investor"), then the Company may reasonably requestfile the Registration Statement without including Registrable Securities of such Non-Responsive Investor. b. (b) The Investor Investor, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor's election to exclude all of the Investor's Registrable Securities from such the Registration Statement. c. (c) In the event Investor holds a majority in interest of the Investor elects Registrable Securities being registered determine to participate in engage the services of an underwritten public offering pursuant to Section 2.bunderwriter, the Investor agrees to enter into and perform the Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Investor has notified the Company in writing of the Investor's election to exclude all of the Investor's Registrable Securities from the applicable Registration Statement. No Investor shall be obligated to participate in any such underwriting. d. (d) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e 3(f) or the first sentence of Section 3.f3(g), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.e 3(f) or Section 3.f3(g) and, if so directed by the Company, the Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies, other than file copies, in the Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. The (e) No Investor may not participate in any underwritten offering pursuant to a registration hereunder unless the Investor (i) agrees to sell its the Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investor entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not commissions and other fees and expenses of investment bankers and any manager or managers of such underwriting and legal expenses of the underwriter applicable with respect to take any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change its Registrable Securities, in each case to the Investor's status that would preclude extent not payable by the Company from using Form SB-2 for pursuant to the Registration Statementterms of this Agreement.

OBLIGATIONS OF THE INVESTOR. a. (a) The Company shall notify the Investor in writing of the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Investor of the information the Company requires from the Investor if the Investor elects to have any of the Registrable Securities included in the Registration Statement. The Investor shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if the Investor elects to have any of the Registrable Securities included in the Registration Statement. b. (b) The Investor Investor, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor's its election to exclude all of the Investor's its Registrable Securities from such Registration Statement. c. In the event the Investor elects to participate in an underwritten public offering pursuant to Section 2.b, the Investor agrees to enter into and perform the Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities. d. (c) The Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of the kind described in pursuant to Section 3.e or the first sentence of Section 3.f3(h) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Investor's receipt of Investor is advised by the copies of the supplemented or amended prospectus contemplated by Section 3.e or Section 3.fCompany that such dispositions may again be made. e. (d) The Investor may agrees that it will not participate in any underwritten offering pursuant to a registration hereunder unless the Investor sell, dispose or otherwise transfer its Registrable Securities other than (i) agrees pursuant to sell its the Plan of Distribution contained in the Registration Statement covering such Registrable Securities on the basis provided in any underwriting arrangements approved by the Investor entitled hereunder to approve such arrangementsSecurities, (ii) completes and executes all questionnaires, powers in accordance with the requirements of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and Rule 144 or (iii) agrees in a transaction exempt from the registration requirements of the Securities Act and as to pay its pro rata share which the Company has received an opinion of all underwriting discounts and commissions. f. The Investor agrees not counsel reasonably satisfactory to take any action to cause the Investor to become a registered broker-dealer as defined it that such transfer may lawfully be made without registration under the 1934 Act or to effect any change to the Investor's status that would preclude the Company from using Form SB-2 for the Registration StatementSecurities Act.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify In connection with the Investor in writing registration of the information Registrable Securities, each Investor shall have the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the an Investor that the such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Investor of the information the Company requires from such Investor. Any such information shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading. An Investor must provide such information to the Company at least three Business Days prior to the first anticipated filing date of such Registration Statement if such Investor elects to have any Registrable Securities included in the Registration Statement. b. The Investor Each Investor, by its such Investor’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the such Investor has notified the Company in writing of the such Investor's ’s election to exclude all of the Investor's ’s Registrable Securities from such Registration Statement. c. In the event the Investor elects to participate in of an underwritten public offering pursuant to Section 2.b2(b) in which any Registrable Securities of any Investor are to be included, the such Investor agrees to enter into and perform the Investor's ’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, including customary indemnification and contribution obligationsobligations (as applicable to selling security holders generally), with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the such Investor Registrable Securities. d. The Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e 3(e) or the first sentence of Section 3.f3(f), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.e 3(e) or Section 3.f3(f). e. The Investor may not participate in any underwritten offering pursuant to a registration hereunder unless the Investor (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Investor entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Each Investor agrees not to take any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change to the Investor's status that would preclude it will promptly notify the Company from using Form SB-2 for of any material changes in the information set forth in a Registration StatementStatement furnished by or regarding such Investor, other than changes in the number of shares beneficially owned.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify In connection with the registration of the Registrable Securities, the Investor in writing of shall have the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the particular Investor that the such Investor shall furnish to the Company Company, within five (5) business days of the Company's written request, such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute within five (5) business days of receipt by the Investor such documents in connection with such registration as the Company may reasonably request. b. (b) The Investor Investor, by its the Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor's election to exclude all of the Investor's Registrable Securities from such Registration Statement. c. In the event the Investor elects to participate in an underwritten public offering pursuant to Section 2.b, the Investor agrees to enter into and perform the Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities. d. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described a Potential Material Event as set forth in Section 3.e or the first sentence of Section 3.f3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until in accordance with Section 3(e). (d) Without limiting the Investor's receipt of rights under Section 2(a), the copies of the supplemented or amended prospectus contemplated by Section 3.e or Section 3.f. e. The Investor may not participate in any underwritten offering pursuant to a registration distribution hereunder unless the such Investor (i) agrees to sell its the Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investor entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissionscommissions and any expenses in excess of those payable by the Company pursuant to Section 5 below. f. (e) The Investor understands that the 1933 Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such Registration Statement and the Investor shall use its reasonable best efforts to comply with the applicable prospectus delivery requirements of the 1933 Act in connection with any such sale. (f) The Investor agrees not to take any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change to the Investor's status that would preclude notify the Company from using Form SB-2 for promptly, but in any event within seventy-two (72) hours after the date on which all Registrable Securities owned by such Investor have been sold by such Investor, so that the Company may comply with its obligation to terminate the Registration StatementStatement in accordance with Item 512 of Regulation S-K or Regulation S-B, as the case may be.

OBLIGATIONS OF THE INVESTOR. a. (a) The Company shall notify the Investor in writing of the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Investor of the information the Company requires from the Investor if the Investor elects to have any of the Registrable Securities included in a Registration Statement. The Investor shall provide such information to the Company at least five (5) Business Days prior to the first anticipated filing date of such Registration Statement if the Investor elects to have any of the Registrable Securities included in such Registration Statement. b. (b) The Investor Investor, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor's its election to exclude all of the Investor's its Registrable Securities from such Registration Statement. c. (c) In the event the Investor elects Company, at the request of the Investor, determines to participate in engage the services of an underwritten public offering pursuant to Section 2.bunderwriter, the Investor agrees to enter into and perform the Investor's its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition dispositions of the Registrable Securities. d. (d) The Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of the kind described in pursuant to Section 3.e or the first sentence of Section 3.f3(k) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) Statement covering such Registrable Securities Securities, until the Investor's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.e or Section 3.ffiled with the SEC and until any related post-effective amendment is declared effective. e. (e) The Investor may not participate in any third party underwritten offering pursuant to a registration hereunder unless the Investor it (i) agrees to sell its the Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investor entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not to take any action to cause . Notwithstanding the foregoing, the Investor shall not be required to become a registered broker-dealer as defined under make any representations to such underwriter, other than those with respect to itself and the 1934 Act or Registrable Securities owned by it, including its right to effect sell the Registrable Securities, and any change indemnification in favor of the underwriter by the Investor shall be several and not joint and limited in the case of the Investor, to the Investor's status that would preclude proceeds received by the Company Investor from using Form SB-2 for the Registration Statementsale of its Registrable Securities. The scope of any such indemnification in favor of an underwriter shall be limited to the same extent as the indemnity provided in Section 6(b) hereof.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify In connection with the registration of the Registrable Securities, the Investor in writing of shall have the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. following obligations: (a) It shall be is a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as shall be necessary for the foregoing and as the Company may reasonably request.. At least six (6) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor of the information the Company requires from the Investor (the "Requested Information") if any of the Investor's Registrable Securities are eligible for inclusion in the Registration Statement. If at least one (1) business day prior to the filing date the Company has not received the Requested Information from the Investor (a "Non-Responsive Investor"), then the Company may file the Registration Statement without including Registrable Securities of such Non-Responsive Investor but shall not be relieved of its obligation to file a Registration Statement with the SEC relating to the Registrable Securities of such Non-Responsive Investor promptly after such Non-Responsive Investor provides the Requested Information; b. (b) The Investor by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company thereby in connection with the preparation and filing of any the Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor's election to exclude all of the Investor's Registrable Securities from such the Registration Statement.; c. In the event the Investor elects to participate in an underwritten public offering pursuant to Section 2.b, the Investor agrees to enter into and perform the Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities. d. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e 3(e) or the first sentence of Section 3.f3(f), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.e 3(e) or Section 3.f. e. The 3(f) and, if so directed by the Company, the Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice, except that each Investor may not participate in any underwritten offering pursuant to a registration hereunder unless the Investor retain one (i1) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Investor entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms copy of such underwriting arrangements, and prospectus solely for its files; and (iiid) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees that it will not to take any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any disposition of the Registrable Securities except as contemplated in the Registration Statement or as is otherwise in compliance with applicable securities laws and that it will promptly notify the Company of any material change to in the information set forth in the Registration Statement regarding the Investor's status that would preclude plan of distribution. The Investor agrees (a) to notify the Company from using Form SB-2 in writing in the event that such Investor enters into any material agreement with a broker or a dealer for the sale of the Registrable Securities through a block trade, special offering or exchange distribution and (b) in connection with such agreement, to provide to the Company in writing the information necessary to enable the Company to prepare, at the Company's sole cost and expense, any supplemental prospectus pursuant to Rule 424(c) under the Securities Act which is required with respect to such transaction. In connection with any sale of Registrable Securities which is made pursuant to the Registration Statement, the Investor shall comply with the prospectus delivery requirements of the Securities Act.

OBLIGATIONS OF THE INVESTOR. a. (a) The Company shall notify the Investor in writing of the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least fifteen (15) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Investor of the information the Company requires from the Investor with respect thereto. The Investor shall provide such information to the Company at least five (5) Business Days prior to the first anticipated filing date of such Registration Statement. b. (b) The Investor Investor, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor's election to exclude all of the Investor's Registrable Securities from such Registration Statement. c. (c) In the event the Investor elects Company determines to participate in engage the services of an underwritten public offering pursuant to Section 2.bunderwriter, the Investor agrees to enter into and perform the Investor's its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition dispositions of the Registrable Securities. d. (d) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e or the first sentence of Section 3.frendering a Registration Statement no longer effective, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated filed with the SEC and declared effective and, if so directed by Section 3.e the Company, the Investor shall deliver to the Company (at the expense of the Company) or Section 3.fdestroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice. e. (e) The Investor may not participate in any third party underwritten offering pursuant to a registration hereunder unless the Investor it (i) agrees to sell its the Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investor entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not to take any action to cause . Notwithstanding the foregoing, the Investor shall not be required to become a registered broker-dealer as defined under make any representations to such underwriter, other than those with respect to itself and the 1934 Act or Registrable Securities owned by it, including its right to effect sell the Registrable Securities, and any change indemnification in favor of the underwriter by the Investor shall be several and not joint and limited in the case of the Investor, to the Investor's status that would preclude proceeds received by the Company Investor from using Form SB-2 for the Registration Statementsale of its Registrable Securities. The scope of any such indemnification in favor of an underwriter shall be limited to the same extent as the indemnity provided in Section 5(b) hereof.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify In connection with the registration of the Registrable Securities, the Investor in writing of shall have the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the a particular Investor that the such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor. b. The Investor Each Investor, by its such Investor’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement Statements hereunder, unless the such Investor has notified the Company in writing of the such Investor's ’s election to exclude all of the such Investor's ’s Registrable Securities from such the Registration StatementStatements. c. In the event Investor holding a majority-in-interest of the Investor elects Registrable Securities being registered (with the approval of the Investor) determine to participate in engage the services of an underwritten public offering pursuant to Section 2.bunderwriter, the each Investor agrees to enter into and perform the such Investor's ’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement. d. The Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e 3(f) or the first sentence of Section 3.f3(g), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.e 3(f) or Section 3.f3(g) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. The No Investor may not participate in any underwritten offering pursuant to a registration hereunder unless the such Investor (i) agrees to sell its such Investor’s Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investor entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not to take commissions and any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change to the Investor's status that would preclude expenses in excess of those payable by the Company from using Form SB-2 for the Registration Statementpursuant to Section 5 below.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify In connection with the Investor in writing Registration of the information Registrable Securities, each Investor shall have the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration Registration pursuant to this Agreement with respect to the Registrable Securities of the an Investor that the such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration Registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Investor of the information the Company requires from such Investor. Any such information shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading. b. The Investor Each Investor, by its such Investor’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the such Investor has notified the Company in writing of the such Investor's ’s election to exclude all of the Investor's ’s Registrable Securities from such Registration Statement. c. In the event the Investor elects to participate in of an underwritten public offering pursuant to Section 2.b2(b) in which any Registrable Securities of any Investor are to be included, the such Investor agrees to enter into and perform the Investor's ’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, including customary indemnification and contribution obligationsobligations (as applicable to selling security holders generally), with the managing underwriter of such offering; provided, that no Investor including Registrable Securities in any underwritten offering shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such Investor, such Investor’s ownership of its Registrable Securities to be sold in the offering and take such other actions as are reasonably required Investor’s intended method of distribution or to undertake any indemnification obligations to the Company or the underwriters with respect thereto except to the extent expressly set forth in order to expedite or facilitate the disposition of the Registrable SecuritiesSection 7 hereof. d. The Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e 3(e) or the first sentence of Section 3.f3(f), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor's ’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.e 3(e) or 3(f); provided, however, that the foregoing shall not prohibit or require the Investor to discontinue the settlement of any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3.f3(e) or 3(f). e. The Each Investor may not participate that holds a 2022 Warrant undertakes that it will only sell Warrant Shares issued without a restrictive legend and without being subject to stop transfer or similar instructions (or with respect to which a restrictive legend or such instruction has been removed) pursuant to clause (A) of the definition of “Unrestricted Conditions” (as such term is defined in any underwritten offering the 2022 Warrants) pursuant to an effective Registration Statement or Rule 144 under the Securities Act and, if the Warrant Shares (as defined in the 2022 Warrants) are sold pursuant to a registration hereunder unless Registration Statement, they will be sold in compliance with the Investor (i) agrees plan of distribution set forth therein. The Company and its counsel and transfer agent shall be entitled to sell its Registrable Securities rely on the basis provided foregoing undertakings in any underwriting arrangements approved by the Investor entitled hereunder to approve such arrangements, (ii) completes issuing instructions letters and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissionsopinions. f. The Investor agrees not to take any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change to the Investor's status that would preclude the Company from using Form SB-2 for the Registration Statement.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor of the information the Company requires from the Investor if the Investor elects to have any of the Registrable Securities included in the Registration Statement. b. (b) The Investor Investor, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor's its election to exclude all of the Investor's Registrable Securities from such the Registration Statement. c. (c) In the event the Investor elects determines to participate in engage the services of an underwritten public offering pursuant to Section 2.bunderwriter, the Investor agrees to enter into and perform the Investor's its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition dispositions of the Registrable Securities. d. (d) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of rendering the kind described in Section 3.e or the first sentence of Section 3.fRegistration Statement no longer effective, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated filed with the SEC and declared effective and, if so directed by Section 3.e the Company, the Investor shall deliver to the Company (at the expense of the Company) or Section 3.fdestroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession of the prospectus covering the Registrable Securities current at the time of receipt of such notice. e. (e) The Investor may not participate in any underwritten offering pursuant to a registration hereunder unless the Investor it (i) agrees to sell its the Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investor entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not to take commissions and any action to cause expenses in excess of those payable by the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change Company pursuant to the Investor's status that would preclude the Company from using Form SB-2 for the Registration Statement.terms of this Agreement. 28366_1

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify In connection with the Investor in writing Registration of the information Registrable Securities, each Investor shall have the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration Registration pursuant to this Agreement with respect to the Registrable Securities of the an Investor that the such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration Registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Investor of the information the Company requires from such Investor. Any such information shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading. An Investor must provide such information to the Company at least two (2) business days prior to the first anticipated filing date of such Registration Statement if such Investor elects to have any Registrable Securities included in the Registration Statement. b. The Investor Each Investor, by its such Investor’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the such Investor has notified the Company in writing of the such Investor's ’s election to exclude all of the Investor's ’s Registrable Securities from such Registration Statement. c. In the event the Investor elects to participate in of an underwritten public offering pursuant to Section 2.b2(b) in which any Registrable Securities of any Investor are to be included, the such Investor agrees to enter into and perform the Investor's ’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, including customary indemnification and contribution obligationsobligations (as applicable to selling security holders generally), with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Investor; provided, that no Investor including Registrable Securities in any underwritten offering shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such Investor, such Investor’s ownership of its Registrable SecuritiesSecurities to be sold in the offering and such Investor’s intended method of distribution or to undertake any indemnification obligations to the Company or the underwriters with respect thereto except to the extent expressly set forth in Section 7 hereof. d. The Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e 3(e) or the first sentence of Section 3.f3(f), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor's ’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.e 3(e) or Section 3.f. e. The Investor may 3(f); provided, however, that the foregoing shall not participate in any underwritten offering pursuant to a registration hereunder unless the Investor (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Investor entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not to take any action to cause prohibit or require the Investor to become discontinue the settlement of any sale of Registrable Securities with respect to which an Investor has entered into a registered broker-dealer as defined under the 1934 Act or to effect any change contract for sale prior to the Investor's status that would preclude ’s receipt of a notice from the Company from using Form SB-2 for of the Registration Statementhappening of any event of the kind described in Section 3(e) or 3(f).

OBLIGATIONS OF THE INVESTOR. a. (a) The Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities, and shall execute such documents, including the Selling Securityholder Questionnaire, in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. The Investor shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that it shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the that (i) Investor that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities Securities, and shall (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement. b. The Investor (b) Investor, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor's its election to exclude all of the Investor's its Registrable Securities from such Registration Statement. c. In the event the Investor elects to participate in an underwritten public offering pursuant to Section 2.b, the Investor agrees to enter into and perform the Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities. d. The (c) Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.3(b) or (ii) the happening of any an event of the kind described in pursuant to Section 3.e or the first sentence of Section 3.f3(h) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) Statement covering such Registrable Securities Securities, until the Investor's receipt Investor is advised by the Company that such dispositions may again be made. (d) Investor covenants and agrees that it will comply with the prospectus delivery requirements of the copies 1933 Act as applicable to it or an exemption therefrom in connection with sales of the supplemented or amended prospectus contemplated by Section 3.e or Section 3.f. e. The Investor may not participate in any underwritten offering Registrable Securities pursuant to a registration hereunder unless the Investor (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Investor entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not to take any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change to the Investor's status that would preclude the Company from using Form SB-2 for the Registration Statement.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify In connection with the registration of the Registrable Securities, the Investor in writing of shall have the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Investor of the information the Company requires from the Investor (the “Requested Information”). If at least two business days prior to the anticipated filing date the Company has not received the Requested Information from the Investor, then the Company may file the Registration Statement without including Registrable Securities of the Investor. However, as soon as reasonably practicable upon receipt of the Requested Information, and at the Investor’s expense, the Company shall file such amendments to the Registration Statement as may be necessary to include therein the Registrable Securities at the Investor’s expense. b. (b) The Investor by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any such Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor's its election to exclude all of the Investor's its Registrable Securities from such Registration Statement.; the Company shall, on its part, ensure that Item 507 of Regulation S-K of the Securities Act (regarding information on the selling security holders) be complied with in connection with its preparation and filing of such Registration Statement hereunder; c. In (c) As promptly as practicable after becoming aware of such event, notify the event Company of the Investor elects occurrence of any event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to participate in an underwritten public offering pursuant state a material fact required to Section 2.b, be stated therein or necessary to make the Investor agrees to enter into and perform the Investor's obligations under an underwriting agreementstatements therein, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition light of the Registrable Securities.circumstances under which they were made, not misleading; and d. (d) The Investor agrees that, upon receipt of any notice from the Company of the happening occurrence of any event of the kind described in Section 3.e 3(f) or the first sentence of Section 3.f3(g), the Investor will it shall immediately discontinue its disposition of Registrable Securities pursuant to any a Registration Statement(s) Statement covering such Registrable Securities until the Investor's ’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.e or Section 3.f. e. The Investor may not participate in any underwritten offering pursuant to a registration hereunder unless 3(f) and, if so directed by the Company, the Investor shall deliver to the Company (iat the expense of the Company) agrees or destroy (and deliver to sell its the Company a certificate of destruction) all copies in the Investor’s possession, of the Prospectus covering such Registrable Securities on current at the basis provided in any underwriting arrangements approved by the Investor entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers time of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms receipt of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissionsnotice. f. The Investor agrees not to take any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change to the Investor's status that would preclude the Company from using Form SB-2 for the Registration Statement.

OBLIGATIONS OF THE INVESTOR. a. (a) The Company shall notify the Investor in writing of the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it it, and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Investor of the information the Company requires from the Investor if the Investor elects to have any of the Registrable Securities included in the Registration Statement. The Investor shall provide such information to the Company at least two Business Days prior to the first anticipated filing date of such Registration Statement if the Investor elects to have any of the Registrable Securities included in the Registration Statement. b. (b) The Investor Investor, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor's its election to exclude all of the Investor's its Registrable Securities from such Registration Statement. c. (c) In the event the Investor elects Company, at the request of the Investor, determines to participate in engage the services of an underwritten public offering pursuant to Section 2.bunderwriter, the Investor agrees to enter into and perform the Investor's its obligations under an underwriting agreement, agreement in usual and customary form, including, without limitation, including customary indemnification and contribution obligations, with the managing Revised and Restated 4/18/2006 6 Effective as of 12/12/05 underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition dispositions of the Registrable Securities. d. (d) The Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Subsection 2(c)(ii), or (ii) the happening of any an event of the kind described in Section 3.e or the first sentence of Section 3.fpursuant to Subsection 3(j) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated Prospectus filed with the SEC and declared effective and, if so directed by Section 3.e the Company, the Investor shall deliver to the Company (at the expense of the Company) or Section 3.fdestroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice. e. (e) The Investor may not participate in any third-party underwritten offering pursuant to a registration hereunder unless the Investor it (i) agrees to sell its the Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investor entitled hereunder to approve such arrangements, Company; (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, and other documents reasonably required under the terms of such underwriting arrangements, ; and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The . Notwithstanding the foregoing, Investor agrees shall not be required to take make any action representations to cause such underwriter, other than those with respect to itself and the Registrable Securities owned by it, including its right to sell the Registrable Securities, and any indemnification in favor of the underwriter by the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change shall be limited to the Investor's status that would preclude proceeds received by the Company Investor from using Form SB-2 for the Registration Statementsale of its Registrable Securities. The scope of any such indemnification in favor of an underwriter shall be limited to the same extent as the indemnity provided in Subsection 6(b) hereof.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify In connection with the Investor in writing registration of the information Registrable Securities, the Company requires from Investors shall have the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. following obligations: A. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the a particular Investor that the such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor. b. The Investor B. Each Investor, by its such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement Statements hereunder, unless the such Investor has notified the Company in writing of the such Investor's election to exclude all of the such Investor's Registrable Securities from such the Registration StatementStatements. c. C. In the event Investors holding a majority-in-interest of the Investor elects Registrable Securities being registered (with the approval of the Initial Investors) determine to participate in engage the services of an underwritten public offering pursuant to Section 2.bunderwriter, the each Investor agrees to enter into and perform the such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from such Registration Statement. d. The D. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e 3(f) or the first sentence of Section 3.f3(g), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.e 3(f) or Section 3.f3(g) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. The E. No Investor may not participate in any underwritten offering pursuant to a registration hereunder unless the such Investor (i) agrees to sell its such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investor entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not to take commissions and any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change to the Investor's status that would preclude expenses in excess of those payable by the Company from using Form SB-2 for the Registration Statementpursuant to Section 5 below.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify In connection with the Investor in writing registration of the information Registrable Securities, INFN shall have the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the a particular Investor that the such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify INFN of the information the Company requires from each such Investor. b. The Investor INFN, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement Statements hereunder, unless the such Investor has notified the Company in writing of the such Investor's ’s election to exclude all of the such Investor's ’s Registrable Securities from such the Registration StatementStatements. c. In the event INFN determines to engage the Investor elects to participate in services of an underwritten public offering pursuant to Section 2.bunderwriter, the Investor INFN agrees to enter into and perform the Investor's its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of INFN’s Registrable Securities from such Registration Statement. d. The Investor INFN agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e 3(f) or the first sentence of Section 3.f3(g), the Investor it will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor's INFN’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.e 3(f) or Section 3.f3(g) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in INFN’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. The Investor INFN may not participate in any underwritten offering pursuant to a registration hereunder unless the Investor it (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investor entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not to take commissions and any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change to the Investor's status that would preclude expenses in excess of those payable by the Company from using Form SB-2 for the Registration Statementpursuant to Section 5 below.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor of the information the Company requires from the Investor if the Investor elects to have any of the Registrable Securities included in the Registration Statement. b. (b) The Investor Investor, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor's its election to exclude all of the Investor's Registrable Securities from such the Registration Statement. c. (c) In the event the Investor elects determines to participate in engage the services of an underwritten public offering pursuant to Section 2.bunderwriter, the Investor agrees to enter into and perform the Investor's its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition dispositions of the Registrable Securities. d. (d) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of rendering the kind described in Section 3.e or the first sentence of Section 3.fRegistration Statement no longer effective, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated filed with the SEC are declared effective and, if so directed by Section 3.e the Company, the Investor shall deliver to the Company (at the expense of the Company) or Section 3.fdestroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession of the prospectus covering the Registrable Securities current at the time of receipt of such notice. e. (e) The Investor may not participate in any underwritten offering pursuant to a registration hereunder unless the Investor it (i) agrees to sell its the Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investor entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissionscommissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement. f. (f) The Investor agrees that it will treat all confidential non-public information which it receives hereunder in confidence and will not to take any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change to the Investor's status that would preclude the Company from using Form SB-2 use such information only for the Registration Statementpurposes contemplated hereunder.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify In connection with the registration of the Registrable Securities, the Investor in writing of shall have the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the a particular Investor that the such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor. b. The Investor Each Investor, by its such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the such Investor has notified the Company in writing of the such Investor's election to exclude all of the such Investor's Registrable Securities from such the Registration Statement. c. In the event Investor holding a majority-in-interest of the Investor elects Registrable Securities being registered (with the approval of the Investor) determine to participate in engage the services of an underwritten public offering pursuant to Section 2.bunderwriter, the each Investor agrees to enter into and perform the such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement. d. The Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e 3(f) or the first sentence of Section 3.f3(g), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.e 3(f) or Section 3.f3(g) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. The No Investor may not participate in any underwritten offering pursuant to a registration hereunder unless the such Investor (i) agrees to sell its such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investor entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not to take commissions and any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change to the Investor's status that would preclude expenses in excess of those payable by the Company from using Form SB-2 for the Registration Statementpursuant to Section 5 below.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the each Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor of the information the Company requires from the Investor if the Investor elects to have any of the Registrable Securities included in the Registration Statement. b. (b) The Investor Investor, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the such Investor has notified the Company in writing of the Investor's its election to exclude all of the Investor's Registrable Securities from such the Registration Statement. c. (c) In the event the Investor elects determines to participate in engage the services of an underwritten public offering pursuant to Section 2.bunderwriter, the Investor agrees to enter into and perform the Investor's its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition dispositions of the Registrable Securities. d. (d) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of rendering the kind described in Section 3.e or the first sentence of Section 3.fRegistration Statement no longer effective, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated filed with the SEC and declared effective and, if so directed by Section 3.e the Company, the Investor shall deliver to the Company (at the expense of the Company) or Section 3.fdestroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession of the prospectus covering the Registrable Securities current at the time of receipt of such notice. e. (e) The Investor may not participate in any underwritten offering pursuant to a registration hereunder unless the Investor it (i) agrees to sell its the Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investor entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not to take commissions and any action to cause expenses in excess of those payable by the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change Company pursuant to the Investor's status that would preclude the Company from using Form SB-2 for the Registration Statementterms of this Agreement.

OBLIGATIONS OF THE INVESTOR. a. (a) The Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities, and shall execute such documents, including the Selling Securityholders Questionnaire, in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. The Investor shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that it shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the that (i) Investor that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities Securities, and shall (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement. b. The Investor (b) Investor, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor's its election to exclude all of the Investor's its Registrable Securities from such Registration Statement. c. In the event the Investor elects to participate in an underwritten public offering pursuant to Section 2.b, the Investor agrees to enter into and perform the Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities. d. The (c) Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.3(b) or (ii) the happening of any an event of the kind described in pursuant to Section 3.e or the first sentence of Section 3.f3(h) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) Statement covering such Registrable Securities Securities, until the Investor's receipt Investor is advised by the Company that such dispositions may again be made. (d) Investor covenants and agrees that it will comply with the prospectus delivery requirements of the copies 1933 Act as applicable to it or an exemption therefrom in connection with sales of the supplemented or amended prospectus contemplated by Section 3.e or Section 3.f. e. The Investor may not participate in any underwritten offering Registrable Securities pursuant to a registration hereunder unless the Investor (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Investor entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not to take any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change to the Investor's status that would preclude the Company from using Form SB-2 for the Registration Statement.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor Securities, that the Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect the registration of such Registrable Securities Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) business days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Investor of the information the Company requires from the Investor if the Investor elects to have any of the Registrable Securities included in the Registration Statement. The Investor shall provide such information to the Company at least five (5) business days prior to the first anticipated filing date of such Registration Statement if the Investor elects to have any of the Registrable Securities included in the Registration Statement. b. (b) The Investor Investor, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the such Investor has notified the Company in writing of the Investor's its election to exclude all of the Investor's its Registrable Securities from such the Registration Statement, in which case the Investor shall be deemed to have waived its rights to have Registrable Securities registered under this Agreement. c. In the event the Investor elects to participate in an underwritten public offering pursuant to Section 2.b, the Investor agrees to enter into and perform the Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities. d. (c) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e or the first sentence of Section 3.frendering a Registration Statement no longer effective, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated filed with the SEC and, if required, declared effective and, if so directed by Section 3.e or Section 3.f. e. The Investor may not participate in any underwritten offering pursuant to a registration hereunder unless the Company, the Investor shall deliver to the Company (iat the expense of the Company) agrees or destroy (and deliver to sell its Registrable Securities on the basis provided Company a certificate of destruction) all copies in any underwriting arrangements approved by the Investor entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not to take any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change to the Investor's status that would preclude possession of the Company from using Form SB-2 for prospectus covering the Registration StatementRegistrable Securities, current at the time of receipt of such notice.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor of the information the Company requires from the Investor if the Investor elects to have any of the Registrable Securities included in the Registration Statement. b. (b) The Investor Investor, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor's its election to exclude all of the Investor's Registrable Securities from such the Registration Statement. c. (c) In the event the Investor elects determines to participate in engage the services of an underwritten public offering pursuant to Section 2.bunderwriter, the Investor agrees to enter into and perform the Investor's its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition dispositions of the Registrable Securities. d. (d) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of rendering the kind described in Section 3.e or the first sentence of Section 3.fRegistration Statement no longer effective, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated filed with the SEC and declared effective and, if so directed by Section 3.e the Company, the Investor shall deliver to the Company (at the expense of the Company) or Section 3.fdestroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession of the prospectus covering the Registrable Securities current at the time of receipt of such notice. e. (e) The Investor may not participate in any underwritten offering pursuant to a registration hereunder unless the Investor it (i) agrees to sell its the Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investor entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not to take commissions and any action to cause expenses in excess of those payable by the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change Company pursuant to the Investor's status that would preclude the Company from using Form SB-2 for the Registration Statementterms of this Agreement.

OBLIGATIONS OF THE INVESTOR. a. The Prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. The Investor Investor, by its the Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor's election to exclude all of the Investor's Registrable Securities from such Registration Statement. c. In the event the Investor elects to participate in an underwritten public offering pursuant to Section 2.b2, the Investor agrees to enter into and perform the Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligationsobligations (only with respect to violations which occur in reliance upon and in conformity with information furnished in writing to the Company by the Investor expressly for use in the Registration Statement for such underwritten public offering), with the managing underwriter of such offering and take such other actions as are reasonably required by the Company in order to expedite or facilitate the disposition of the Registrable Securities, unless the Investor notifies the Company in writing of the Investor's election to exclude all of the Investor's Registrable Securities from such Registration Statement. d. The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e 3(d) or the first sentence of Section 3.f3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.e 3(d) or Section 3.f3(e). e. The Investor may not participate in any underwritten offering pursuant to a registration hereunder unless the Investor (i) agrees to sell its the Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Company and the Investor entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not to take any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change to the Investor's status that would preclude the Company from using Form SB-2 for the Registration Statement.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify In connection with the Investor in writing registration of the information Registrable Securities, each Investor shall have the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the a particular Investor that the such Investor shall furnish to the Company such information regarding himself or itself, the Registrable Securities held by him or it and the intended method of disposition of the Registrable Securities held by him or it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) days prior to the anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor. b. The Investor (b) Each Investor, by its such Investor’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement hereunder. The Company shall not be required to include in any Registration Statement hereunder, unless the Registrable Securities of any Investor has notified who fails to cooperate with the Company as reasonably requested in writing connection with the preparation and filing of the Investor's election to exclude all of the Investor's Registrable Securities from such Registration Statement. c. In the event the Investor elects to participate in an underwritten public offering pursuant to Section 2.b, the Investor agrees to enter into and perform the Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities. d. The (c) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e Sections 3(e) or the first sentence of Section 3.f3(f), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.e Sections 3(e) or Section 3.f3(f) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction at the Company’s request) all copies in such Investor’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. The (d) No Investor may not participate in any underwritten offering pursuant to a registration distribution hereunder unless the such Investor (i) agrees to sell its such Investor’s Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investor entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsunderwritten offerings for selling shareholders, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissionscommissions and any expenses in excess of those payable by the Company pursuant to Section 5 below, and (iv) complies with all applicable laws in connection therewith. f. The Investor agrees (e) In the event that in the judgment of the Company, it is advisable to suspend the use of a Prospectus included in the Registration Statement due to pending material developments or other events which have not yet been publicly disclosed and as to take any action which the Company believes public disclosure would be detrimental to cause the Company, the Company shall notify each Investor to become a registered broker-dealer as defined under the 1934 Act or to effect such effect, and, upon receipt of such notice, each Investor shall immediately discontinue any change sales of Registerable Securities pursuant to the Investor's status that would preclude Registration Statement until such Investor receives copies of a supplemental or amended Prospectus or until such Investor is advised in writing by the Company from using Form SB-2 for that the Registration Statementthen current Prospectus may be used and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus (a “Disclosure Delay Period”). Notwithstanding the foregoing, there shall not be more than an aggregate of ninety (90) days in any twelve (12) month period during which the Company is in a Disclosure Delay Period.

OBLIGATIONS OF THE INVESTOR. a. (a) The Company shall notify the Investor in writing of the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it it, and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Investor of the information the Company requires from the Investor if the Investor elects to have any of the Registrable Securities included in the Registration Statement. The Investor shall provide such information to the Company at least two Business Days prior to the first anticipated filing date of such Registration Statement if the Investor elects to have any of the Registrable Securities included in the Registration Statement. b. (b) The Investor Investor, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor's its election to exclude all of the Investor's its Registrable Securities from such Registration Statement. c. (c) In the event the Investor elects Company, at the request of the Investor, determines to participate in engage the services of an underwritten public offering pursuant to Section 2.bunderwriter, the Investor agrees to enter into and perform the Investor's its obligations under an underwriting agreement, agreement in usual and customary form, including, without limitation, including customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition dispositions of the Registrable Securities. d. (d) The Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Subsection 2(c)(ii), or (ii) the happening of any an event of the kind described in Section 3.e or the first sentence of Section 3.fpursuant to Subsection 3(j) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated Prospectus filed with the SEC and declared effective and, if so directed by Section 3.e the Company, the Investor shall deliver to the Company (at the expense of the Company) or Section 3.fdestroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice. e. (e) The Investor may not participate in any third-party underwritten offering pursuant to a registration hereunder unless the Investor it (i) agrees to sell its the Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investor entitled hereunder to approve such arrangements, Company; (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, and other documents reasonably required under the terms of such underwriting arrangements, ; and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The . Notwithstanding the foregoing, Investor agrees shall not be required to take make any action representations to cause such underwriter, other than those with respect to itself and the Registrable Securities owned by it, including its right to sell the Registrable Securities, and any indemnification in favor of the underwriter by the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change shall be limited to the Investor's status that would preclude proceeds received by the Company Investor from using Form SB-2 for the Registration Statementsale of its Registrable Securities. The scope of any such indemnification in favor of an underwriter shall be limited to the same extent as the indemnity provided in Subsection 6(b) hereof.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify In connection with the Investor in writing registration of the information Registrable Securities, the Company requires from Investors shall have the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the a particular Investor that the such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) trading days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor. b. The Investor (b) Each Investor, by its such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the such Investor has notified the Company in writing of the such Investor's election to exclude all of the such Investor's Registrable Securities from such Registration Statement. c. (c) In the event Investor holding a majority in interest of the Investor elects Registrable Securities being offered determine to participate in engage the services of an underwritten public offering pursuant to Section 2.bunderwriter, the each Investor agrees to enter into and perform the such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter underwriter(s) of such offering and the Company and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor has notified the Company in writing of such Investor's election not to participate in such underwritten distribution. d. The (d) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e Sections 3(f) or the first sentence of Section 3.f3(g), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.e Sections 3(f) or Section 3.f3(g) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Notwithstanding anything to the contrary, subject to compliance with applicable laws, the Company shall cause the transfer agent for the Registrable Securities to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Series D Stock and Warrants in connection with any sale of Registrable Securities with respect to which any such Investor has entered into a contract for sale prior to receipt of such notice and for which any such Investor has not yet settled. e. The (e) No Investor may not participate in any underwritten offering pursuant to a registration distribution hereunder unless the such Investor (i) agrees to sell its such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investor entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not commissions and any expenses in excess of those payable by the Company pursuant to take any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change Section 5 below, and (iv) complies with all applicable laws in connection therewith. Notwithstanding anything in this Section 4(e) to the contrary, this Section 4(e) is not intended to limit an Investor's status that would preclude the Company from using Form SB-2 for the Registration Statementrights under Sections 2(a) or 3(b) hereof.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify In connection with the Investor in writing registration of the information Registrable Securities, each Investor shall have the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the an Investor that the such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Investor of the information the Company requires from such Investor. Any such information shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading. b. The Investor Each Investor, by its such Investor’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the such Investor has notified the Company in writing of the such Investor's ’s election to exclude all of the Investor's ’s Registrable Securities from such Registration Statement. c. In the event the Investor elects to participate in of an underwritten public offering pursuant to Section 2.b2(b) in which any Registrable Securities of any Investor are to be included, the such Investor agrees to enter into and perform the Investor's ’s obligations under an underwriting agreement and, if required by the underwriters, a lock-up agreement, each in usual and customary form, including, without limitation, including customary indemnification and contribution obligationsobligations (as applicable to selling security holders generally), with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the such Investor Registrable Securities. d. The Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e 3(e) or the first sentence of Section 3.f3(f), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.e 3(e) or Section 3.f3(f). e. The Investor may not participate in any underwritten offering pursuant to a registration hereunder unless the Investor (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Investor entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Each Investor agrees not to take raise any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change objections to the Investor's status that would preclude filing and effectiveness of one or more post-effective amendments to the Company from using Form SB-2 for registration statement relating to the Existing Resale Registration, which filing may occur prior to any Filing Deadline and which effectiveness may occur prior to any Registration StatementDeadline.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify the Investor in writing of the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor or Additional Registrable Securities, as applicable, that the Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it it, as shall be reasonably required to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least fifteen (15) business days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Investor of the information the Company requires from the Investor if the Investor elects to have any of the Registrable Securities or Additional Registrable Securities included in the Registration Statement. The Investor shall provide such information to the Company at least ten (10) business days prior to the first anticipated filing date of such Registration Statement if the Investor elects to have any of the Registrable Securities or Additional Registrable Securities included in the Registration Statement. b. (b) The Investor Investor, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor's election to exclude all of the Investor's Registrable Securities from such Registration Statement. c. (c) In the event the Investor elects Company determines to participate in engage the services of an underwritten public offering pursuant to Section 2.bunderwriter, the Investor agrees to enter into and perform the Investor's its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition dispositions of the Registrable Securities or Additional Registrable Securities, as applicable. d. (d) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e or the first sentence of Section 3.frendering a Registration Statement no longer effective, the Investor will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities or Additional Registrable Securities, until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated filed with the SEC and declared effective and, if so directed by Section 3.e the Company, the Investor shall deliver to the Company (at the expense of the Company) or Section 3.fdestroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession of the prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice. e. (e) The Investor may not participate in any underwritten offering pursuant to a registration hereunder unless the Investor it (i) agrees to sell its the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investor entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not to take commissions and any action to cause expenses in excess of those payable by the Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change Company pursuant to the Investor's status that would preclude the Company from using Form SB-2 for the Registration Statementterms of this Agreement.

OBLIGATIONS OF THE INVESTOR. a. (a) The Company shall notify the Investor in writing of the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least fifteen (10) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Investor of the information the Company requires from the Investor if the Investor elects to have any of the Registrable Securities included in the Registration Statement. The Investor shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Investor elects to have any of the Registrable Securities included in the Registration Statement. The Compan y shall not be required to include the Registrable Securities of the Investor in a Registration Statement and shall not be required to pay any liquidated damages or other damages under Section 2 to any person who fails to furnish to the Company such information at least two (2) Business Days prior to such filing date. b. (b) The Investor Investor, by its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the such Investor has notified the Company in writing of the Investor's its election to exclude all of the Investor's its Registrable Securities from such Registration Statement. c. In the event the Investor elects to participate in an underwritten public offering pursuant to Section 2.b, the Investor agrees to enter into and perform the Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities. d. (c) The Investor agrees that, upon receipt of any notice (which may be oral as long as written notice is provided by the next day) from the Company of the happening commencement of any event of the kind described in an Allowed Delay pursuant to Section 3.e or the first sentence of Section 3.f2(c)(ii), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until otherwise notified in writing by the Company or until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated filed with the SEC and until any related post-effective amendment is declared effective and, if so directed by Section 3.e the Company and the Investor shall deliver to the Company (at the expense of the Company) or Section 3.fdestroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice. e. (d) The Investor acknowledges and agrees that, as described in Schedule 5(d) hereto, other security holders of the Company have the right to include such securities, in addition to the Registrable Securities, in any Registration Statement filed or maintained by the Company pursuant to this Agreement or the Transaction Documents. (e) The Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement. (f) The Investor may not participate in use any underwritten offering confidential information received by it pursuant to a registration hereunder unless this Agreement or the Investor Subscription Agreement (iincluding, without limitation, any notice referred to in Section 2(c)(ii) agrees to sell its Registrable Securities on the basis provided or 3(h) hereof) in any underwriting arrangements approved by the Investor entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers violation of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees not to take any action to cause the Investor to become a registered broker-dealer as defined under the 1934 Act or other applicable state or federal securities law or reproduce, disclose, or disseminate such information to effect any change other person (other than his or her attorneys, agents and representatives having a need to know, and then only if they expressly agree to be bound hereby), unless such information has been made available to the Investor's status public generally (other than by such recipient in violation hereof) or such recipient is required to disclose such information by a governmental body or regulatory agency or by law in connection with a transaction that would preclude is not otherwise prohibited hereby, and then only after reasonable notice to the Company from using Form SB-2 for and it has been provided a reasonable opportunity to object to such disclosure, with the Registration Statementreasonable cooperation and assi stance of such Investor. The Investor agrees to comply with the 1933 Act and other applicable laws in connection with the offer or sale of any Registrable Securities. The obligations in this Section 5(f) shall survive the expiration or termination of this Agreement.

OBLIGATIONS OF THE INVESTOR. a. The Company shall notify In connection with the registration of the Registrable Securities, the Investor in writing of shall have the information the Company requires from the Investor if the Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the a particular Investor that the such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor. b. The Investor Each Investor, by its such Investor’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement Statements hereunder, unless the such Investor has notified the Company in writing of the such Investor's ’s election to exclude all of the such Investor's ’s Registrable Securities from such the Registration StatementStatements. Additionally, each Investor agrees to keep all of the information it requires from the Company that is not otherwise known by the public, strictly confidential and to utilize or distribute any information it requires from the Company other than to comply with the laws or subpoena as set forth in Section 3(1) above. c. In the event Investor holding a majority-in-interest of the Investor elects Registrable Securities being registered (with the approval of the Investor) determine to participate in engage the services of an underwritten public offering pursuant to Section 2.bunderwriter, the each Investor agrees to enter into and perform the such Investor's ’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement. d. The Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.e 3(f) or the first sentence of Section 3.f3(g), the such Investor will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Investor's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.e 3(f) or Section 3.f3(g) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. The No Investor may not participate in any underwritten offering pursuant to a registration hereunder unless the such Investor (i) agrees to sell its such Investor’s Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investor entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissionscommissions and any expenses in excess of those payable by the Company pursuant to Section 5 below. f. The Investor agrees not understand and acknowledges that recently, the Securities and Exchange Commission has been extending extensive comments towards registration statements of companies where the registration statements seek to take any action to cause register a significant amount of shares or where the Investor to become a registered broker-dealer as defined under registration statement is filed too early after the 1934 Act or to effect any change close of the offering relating to the Investor's status securities being registered. Accordingly, in the event that would preclude the Company, in its sole reasonable discretion believes, that a reduction in the number of Registrable Securities being registered is in the best interest of the Company from using Form SB-2 for then the number of Registrable Securities of all Investors in the Registration StatementStatement shall be reduced by the Company, pari pasu based on the number of Registrable Securities beneficially owned by such Investor.