Common use of Registration Obligation Clause in Contracts

Registration Obligation. (a) The Company shall file a registration statement as soon as commercially reasonable, but in any event within forty-five (45) days of the Closing Date, on Form S-1, or such other form that is appropriate, covering the resale of the Shares. The Company shall file a registration statement as soon as commercially reasonable, but in any event within forty-five (45) days of the date the 2010 Make Good Shares are issuable to the Make Good Beneficiaries on Form S-1, or such other form that is appropriate, covering the resale of the 2010 Make Good Shares. (b) If at any time prior to the one (1) year anniversary of the Closing Date, the Company or any shareholder of the Company proposes to register any of its Common Stock or any securities convertible into Common Stock under the Securities Act (other than pursuant to an offering of securities in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan or registration of securities in connection with a business combination transaction) and the registration form to be used may be used by the Company for the registration of the Registrable Securities, the Company shall give prompt written notice to the Investors (which shall include for purposes of this Section 4.2, the Make Good Beneficiaries (if applicable)) of its intention to effect such a registration (each a “Piggyback Notice”) and shall, if commercially practicable, include in such registration statement all Registrable Securities then required to be registered that are not then covered by an effective registration statement with respect to which the Company has received written request from the Investors for inclusion therein within ten (10) Business Days after the date of sending the Piggyback Notice (the “Piggyback Registration”) to the Investors. (c) In connection with any registration, the Company will: (i) prepare and file with the Commission a registration statement in a commercially reasonable time with respect to such securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective for the Effectiveness Period; (ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement until the such time as all of such securities have been disposed of in a public offering; (iii) furnish to the Investors, at the option of the Company in electronic format, such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents, as the Investors may reasonably request; (iv) register or qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as the Investors shall reasonably request (provided, however, that it shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service or process); (v) furnish, at the request of the Investors, a legal opinion of the counsel representing the Company for the purposes of such registration, addressed to the Investors, in customary form and covering matters of the type customarily covered in such legal opinions; (vi) notify the Investors, at any time when the Registration Statement include an 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 in light of the circumstances then existing, and at the request of the Investors, prepare and furnish to such person(s) such reasonable number of copies of any amendment or supplement to the Registration Statement as may be necessary so that, as thereafter delivered to the Investors of such shares, such Registration Statement shall not include 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 in light of the circumstances then existing, and to deliver to Investors of any other securities of the Company included in the offering copies of such Registration Statement as so amended or supplemented; (vii) keep the Investors informed of the Company’s best estimate of the earliest date on which the Registration Statement will become effective, and promptly notify the Investors of (A) the effectiveness of such Registration Statement, (B) a request by the Commission for an amendment or supplement to such Registration Statement, (C) the issuance by the Commission of an order suspending the effectiveness of the Registration Statement, or of the threat of any proceeding for that purpose, and (D) the suspension of the qualification of any securities to be included in the Registration Statement for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; and (viii) before filing any registration statement as contemplated by Section 4.2 hereof and any amendment or supplement thereto (including any documents incorporated by reference therein), the Company shall furnish to the Investors copies of all such Registration Statement, at the option of the Company in electronic format, which Registration Statement shall be subject to the review of such Investors and, where feasible, the Company shall make such changes in the Registration Statement as are promptly and reasonably requested by an Investor. The Investors shall provide their comments to the Registration Statement, if any, within 2 Business Days after the receipt of such Registration Statement. (d) All registrations (piggyback or otherwise) made by the Investors will be made solely at the Company’s expense, other than (i) if an underwritten offering is consented to by the Company, the underwriters’, broker-dealers’ and placement agents’ selling discounts, commissions and fees relating to the sale of the Investors’ securities, (ii) any costs and expenses of counsel, accountants or other advisors retained by the Investors and (iii) all transfer, franchise, capital stock and other taxes, if any, applicable to the Investors’ securities (collectively, “Investors’ Expenses”) which shall be paid by the Investors. (e) In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless each Investor holding such Registrable Securities, such Investor's directors and officers, and each other person (including each underwriter) who participated in the offering of such Registrable Securities and each other person, if any, who controls such Investor or such participating person within the meaning of the Securities Act, against any losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees), or expenses, joint or several, to which such Investor or any such director or officer or participating person or controlling person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or any alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (ii) any omission or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any other violation of any applicable securities laws, and in each of the foregoing circumstances shall reimburse such Investor or such director, officer or participating person or controlling person for any legal or any other expenses reasonably incurred by such Investor or such director, officer or participating person or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any actual or alleged untrue statement or actual or alleged omission made in such registration statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Investor specifically for use therein. (f) In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Investor holding Registrable Securities agrees to indemnify and hold harmless the Company, its directors and officers and each other person, if any, who controls the Company within the meaning of the Securities Act and any other Investor against any losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees), or expenses, joint or several, to which the Company or any such director or officer or any such person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or any alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in either case only to the extent that such untrue statement or omission is (A) made in reliance on and in conformity with any information furnished in writing by such Investor to the Company concerning such Investor specifically for inclusion in the Registration Statement relating to such offering, and (B) is not corrected by such Investor and distributed to the Investors within a reasonable period of time. Notwithstanding the provisions of this paragraph, no Investor shall be required to indemnify any person pursuant to this paragraph or to contribute pursuant to paragraph (g) below in an amount in excess of the amount of the aggregate net proceeds received by such Investor in connection with any such registration under the Securities Act. (g) If the indemnification provided for above from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this paragraph were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (h) In order to permit the Investors to sell the Registrable Securities, if so desired, pursuant to any applicable resale exemption under applicable securities laws and regulations, the Company shall: (i) comply with all rules and regulations of the Commission in connection with use of any such resale exemption; (ii) make and keep available adequate and current public information regarding the Company; (iii) file with the Commission in a timely manner, all reports and other documents required to be filed under the Securities Act, the Exchange Act, or other applicable securities laws and regulations; (iv) upon written request from any Investor, furnish to such Investor copies of annual reports required to be filed under the Exchange Act and other applicable securities laws and regulations; and (v) upon written request from any Investor, furnish to such Investor, upon written request (A) a copy of the most recent quarterly report of the Company and such other reports and documents filed by the Company with the Commission and (B) such other information as may be reasonably required to permit the Investors to sell pursuant to any applicable resale exemption under the Securities Act or other applicable securities law and regulations, if any. (vi) All rights of the Investors under this Section 4 are unique to and limited to the Investors and may not be transferred or inure to the benefit of the Investors’ successors and assigns or any other transferee who obtains Registrable Securities.

Registration Obligation. (a) The Company shall file a registration statement as soon as commercially reasonable, but in any event within forty-five (45) days of the Closing Date, on Form S-1, or such other form that is appropriate, covering the resale of the Shares. The Company shall file a registration statement as soon as commercially reasonable, but in any event within forty-five (45) days of the date the 2010 Make Good Shares are issuable to the Make Good Beneficiaries on Form S-1, or such other form that is appropriate, covering the resale of the 2010 Make Good Shares. (b) If at any time prior to the one (1) year anniversary of the Closing Date, the Company or any shareholder of the Company proposes to register any of its Common Stock or any securities convertible into Common Stock under the Securities Act (other than pursuant to an offering of securities in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan or registration of securities in connection with a business combination transaction) and the registration form to be used may be used by the Company for the registration of the Registrable Securities, the Company shall give prompt written notice to the Investors (which shall include for purposes of this Section 4.2, the Make Good Beneficiaries (if applicable)) of its intention to effect such a registration (each a “Piggyback Notice”) and shall, if commercially practicable, include in such registration statement all Registrable Securities then required to be registered that are not then covered by an effective registration statement with respect to which the Company has received written request from the Investors for inclusion therein within ten (10) Business Days after the date of sending the Piggyback Notice (the “Piggyback Registration”) to the Investors. (c) In connection with any registration, the Company will: (i) prepare and file with the U.S Securities and Exchange Commission a registration statement in a relating to the resale of the Shares by Stockholder of the Shares under the U.S. Securities Act of 1933, as amended on or before the 15th calendar day following the date hereof (the “Filing Deadline”) and use commercially reasonable time with respect to such securities and use its commercially reasonable best efforts to cause such registration statement to become and remain be declared effective for by the Commission by the 45th calendar day after the earlier of the filing date or the Filing Deadline (the “Effectiveness Deadline”). In the event that such registration statement is not filed by the Filing Deadline or declared effective on or before the Effectiveness Period; Deadline then, on each of the Filing Deadline and the Effectiveness Deadline, as the case may be, and on each monthly anniversary thereof (if the such registration statement shall not have been filed or declared effective by such date, as the case may be) until such registration statement is filed or declared effective, as the case may be, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the Share Value (as defined herein). For purposes hereof, “Share Value” means, with respect to the Filing Deadline or Effectiveness Deadline, and each monthly anniversary thereof, the product of the number of Shares then owned by ChubeWorkx multiplied by the closing price of the Common Stock on the NASDAQ Stock Market on the applicable date in question. Notwithstanding anything to the contrary contained herein, the Company shall not have any registration obligations under this Section 5 and no penalties for failure to (i) file the registration statement by the Filing Deadline or (ii) prepare and file with cause the Commission such amendments and supplements to such registration statement and to be declared effective by the prospectus used in connection therewith as may be necessary Effectiveness Deadline shall accrue to keep such registration statement effective and the extent the Shares have been sold pursuant to comply with the provisions Rule 144 of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement until the such time as all of such securities have been disposed of in a public offering; (iii) furnish to the Investors, at the option of the Company in electronic format, such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents1933, as the Investors may reasonably request; amended (iv“Rule 144”) register or qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as the Investors shall reasonably request (provided, however, that it shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service or process); (v) furnish, at the request of the Investors, a legal opinion of the counsel representing the Company for the purposes of such registration, addressed to the Investors, in customary form and covering matters of the type customarily covered in such legal opinions; (vi) notify the Investors, at any time when the Registration Statement include an 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 in light of the circumstances then existing, and at the request of the Investors, prepare and furnish to such person(s) such reasonable number of copies of any amendment or supplement to the Registration Statement as may be necessary so that, as thereafter delivered to the Investors of such shares, such Registration Statement shall not include 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 in light of the circumstances then existing, and to deliver to Investors of any other securities of the Company included in the offering copies of such Registration Statement as so amended or supplemented; (vii) keep the Investors informed of the Company’s best estimate of the earliest date on which the Registration Statement will become effective, and promptly notify the Investors of (A) the effectiveness of such Registration Statement, (B) a request by the Commission for an amendment or supplement to such Registration Statement, (C) the issuance by the Commission of an order suspending the effectiveness of the Registration Statement, or of the threat of any proceeding for that purpose, and (D) the suspension of the qualification of any securities to be included in the Registration Statement for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; and (viii) before filing any registration statement as contemplated by Section 4.2 hereof and any amendment or supplement thereto (including any documents incorporated by reference therein), the Company shall furnish to the Investors copies of all such Registration Statement, at the option of the Company in electronic format, which Registration Statement shall be subject to the review of such Investors and, where feasible, the Company shall make such changes in the Registration Statement as are promptly and reasonably requested by an Investor. The Investors shall provide their comments to the Registration Statement, if any, within 2 Business Days after the receipt of such Registration Statement. (d) All registrations (piggyback or otherwise) made by the Investors will be made solely at the Company’s expense, other than (i) if an underwritten offering is consented to by the Company, the underwriters’, broker-dealers’ and placement agents’ selling discounts, commissions and fees relating to the sale of the Investors’ securities, (ii) any costs and expenses of counsel, accountants or other advisors retained by the Investors and (iii) all transfer, franchise, capital stock and other taxes, if any, applicable to the Investors’ securities (collectively, “Investors’ Expenses”) which shall be paid by the Investors. (e) In the event of any registration of any Registrable Securities under the Securities Act sold pursuant to this Agreement, the Company shall indemnify and hold harmless each Investor holding such Registrable Securities, such Investor's directors and officers, and each other person (including each underwriter) who participated in the offering of such Registrable Securities and each other person, if any, who controls such Investor Rule 144 without volume or such participating person within the meaning of the Securities Act, against any losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees), or expenses, joint or several, to which such Investor or any such director or officer or participating person or controlling person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or any alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (ii) any omission or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any other violation of any applicable securities laws, and in each of the foregoing circumstances shall reimburse such Investor or such director, officer or participating person or controlling person for any legal or any other expenses reasonably incurred by such Investor or such director, officer or participating person or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any actual or alleged untrue statement or actual or alleged omission made in such registration statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Investor specifically for use thereinmanner-of-sale restrictions. (f) In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Investor holding Registrable Securities agrees to indemnify and hold harmless the Company, its directors and officers and each other person, if any, who controls the Company within the meaning of the Securities Act and any other Investor against any losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees), or expenses, joint or several, to which the Company or any such director or officer or any such person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or any alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in either case only to the extent that such untrue statement or omission is (A) made in reliance on and in conformity with any information furnished in writing by such Investor to the Company concerning such Investor specifically for inclusion in the Registration Statement relating to such offering, and (B) is not corrected by such Investor and distributed to the Investors within a reasonable period of time. Notwithstanding the provisions of this paragraph, no Investor shall be required to indemnify any person pursuant to this paragraph or to contribute pursuant to paragraph (g) below in an amount in excess of the amount of the aggregate net proceeds received by such Investor in connection with any such registration under the Securities Act. (g) If the indemnification provided for above from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this paragraph were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (h) In order to permit the Investors to sell the Registrable Securities, if so desired, pursuant to any applicable resale exemption under applicable securities laws and regulations, the Company shall: (i) comply with all rules and regulations of the Commission in connection with use of any such resale exemption; (ii) make and keep available adequate and current public information regarding the Company; (iii) file with the Commission in a timely manner, all reports and other documents required to be filed under the Securities Act, the Exchange Act, or other applicable securities laws and regulations; (iv) upon written request from any Investor, furnish to such Investor copies of annual reports required to be filed under the Exchange Act and other applicable securities laws and regulations; and (v) upon written request from any Investor, furnish to such Investor, upon written request (A) a copy of the most recent quarterly report of the Company and such other reports and documents filed by the Company with the Commission and (B) such other information as may be reasonably required to permit the Investors to sell pursuant to any applicable resale exemption under the Securities Act or other applicable securities law and regulations, if any. (vi) All rights of the Investors under this Section 4 are unique to and limited to the Investors and may not be transferred or inure to the benefit of the Investors’ successors and assigns or any other transferee who obtains Registrable Securities.

Registration Obligation. Within sixty (a60) The days after the Closing Date of the Offering (as defined in the Memorandum), the Company shall agrees to file a registration statement as soon as commercially reasonable, but in any event within forty-five (45the “Registration Statement”) days of pursuant to the Closing Date, on Form S-1, or such other form that is appropriate, covering 1933 Act to register the resale of the SharesRegistrable Securities with the Securities and Exchange Commission (the “Commission”). The Company shall file a registration statement as soon as commercially reasonable, but in any event within forty-five (45) days promptly give written notice to all holders of record of the date Shares and the 2010 Make Good Shares are issuable to the Make Good Beneficiaries on Form S-1, Warrants which were purchased or such other form that is appropriate, covering the resale of the 2010 Make Good Shares. (b) If at any time prior to the one (1) year anniversary of the Closing Date, the Company or any shareholder of the Company proposes to register any of its Common Stock or any securities convertible into Common Stock under the Securities Act (other than pursuant to an offering of securities issued in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan or registration of securities in connection with a business combination transaction) and the registration form Offering. The Company will use reasonable efforts to be used may be used by cause the Company for the registration of the Registrable Securities, the Registration Statement to become effective. The Company shall give prompt written notice to the Investors (which shall include for purposes of this Section 4.2, the Make Good Beneficiaries (if applicable)) of its intention to effect such a registration (each a “Piggyback Notice”) and shall, if commercially practicable, include in such registration statement all Registrable Securities then required to be registered that are not then covered by an effective registration statement with respect to which the Company has received written request from the Investors for inclusion therein within ten (10) Business Days after the date of sending the Piggyback Notice (the “Piggyback Registration”) to the Investors. (c) In connection with any registration, the Company will: (i) prepare and file with the Commission a registration statement in a commercially reasonable time with respect to such securities and use its commercially reasonable efforts to cause the Registration Statement to be declared effective as promptly as possible after the filing thereof, but not later than one hundred twenty (120) days after the Closing Date. Should the Company fail to file the registration statement within sixty (60) days after the Closing Date, then upon such occurrence, and on every monthly anniversary thereof until the filing of the Registration Statement by the Company, the Company shall pay to the Holder an amount in cash as liquidated damages and not as a penalty, equal to 1.0% of the number of Shares then owned by Holder acquired in the Offering. Any payments made pursuant to the terms hereof shall apply on a prorated basis for any portion of a month prior to the filing of the Registration Statement by the Company. In the event the Company fails to make the payments pursuant to the terms hereof in a timely manner, such payments shall bear interest at a rate of 1% per month (prorated for partial months) until paid in full. The Company will give each Holder written notice of such registration statement to become and remain effective for the Effectiveness Period; (ii) prepare and file with the Commission such amendments and supplements to include in such registration statement (and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions any related qualification under blue sky or other state securities laws) all of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement until the such time as all of such securities have been disposed of in a public offering; (iii) furnish to the Investors, at the option of the Registrable Securities. The Company in electronic format, such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents, as the Investors may reasonably request; (iv) register or qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as the Investors shall reasonably request (provided, however, that it shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service or process); (v) furnish, at the request effect more than one registration on behalf of the Investors, a legal opinion of the counsel representing the Company for the purposes of such registration, addressed to the Investors, in customary form Shareholders and covering matters of the type customarily covered in such legal opinions; (vi) notify the Investors, at any time when the Registration Statement include an 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 in light of the circumstances then existing, and at the request of the Investors, prepare and furnish to such person(s) such reasonable number of copies of any amendment or supplement to the Registration Statement as may be necessary so that, as thereafter delivered to the Investors of such shares, such Registration Statement shall not include 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 in light of the circumstances then existing, and to deliver to Investors of any other securities of the Company included purchasers in the offering copies of such Registration Statement as so amended or supplemented; (vii) keep the Investors informed of the Company’s best estimate of the earliest date on which the Registration Statement will become effective, and promptly notify the Investors of (A) the effectiveness of such Registration Statement, (B) a request by the Commission for an amendment or supplement to such Registration Statement, (C) the issuance by the Commission of an order suspending the effectiveness of the Registration Statement, or of the threat of any proceeding for that purpose, and (D) the suspension of the qualification of any securities to be included in the Registration Statement for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; and (viii) before filing any registration statement as contemplated by Section 4.2 hereof and any amendment or supplement thereto (including any documents incorporated by reference therein), the Company shall furnish to the Investors copies of all such Registration Statement, at the option of the Company in electronic format, which Registration Statement shall be subject to the review of such Investors and, where feasible, the Company shall make such changes in the Registration Statement as are promptly and reasonably requested by an Investor. The Investors shall provide their comments to the Registration Statement, if any, within 2 Business Days after the receipt of such Registration StatementOffering. (d) All registrations (piggyback or otherwise) made by the Investors will be made solely at the Company’s expense, other than (i) if an underwritten offering is consented to by the Company, the underwriters’, broker-dealers’ and placement agents’ selling discounts, commissions and fees relating to the sale of the Investors’ securities, (ii) any costs and expenses of counsel, accountants or other advisors retained by the Investors and (iii) all transfer, franchise, capital stock and other taxes, if any, applicable to the Investors’ securities (collectively, “Investors’ Expenses”) which shall be paid by the Investors. (e) In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless each Investor holding such Registrable Securities, such Investor's directors and officers, and each other person (including each underwriter) who participated in the offering of such Registrable Securities and each other person, if any, who controls such Investor or such participating person within the meaning of the Securities Act, against any losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees), or expenses, joint or several, to which such Investor or any such director or officer or participating person or controlling person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or any alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (ii) any omission or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any other violation of any applicable securities laws, and in each of the foregoing circumstances shall reimburse such Investor or such director, officer or participating person or controlling person for any legal or any other expenses reasonably incurred by such Investor or such director, officer or participating person or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any actual or alleged untrue statement or actual or alleged omission made in such registration statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Investor specifically for use therein. (f) In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Investor holding Registrable Securities agrees to indemnify and hold harmless the Company, its directors and officers and each other person, if any, who controls the Company within the meaning of the Securities Act and any other Investor against any losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees), or expenses, joint or several, to which the Company or any such director or officer or any such person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or any alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in either case only to the extent that such untrue statement or omission is (A) made in reliance on and in conformity with any information furnished in writing by such Investor to the Company concerning such Investor specifically for inclusion in the Registration Statement relating to such offering, and (B) is not corrected by such Investor and distributed to the Investors within a reasonable period of time. Notwithstanding the provisions of this paragraph, no Investor shall be required to indemnify any person pursuant to this paragraph or to contribute pursuant to paragraph (g) below in an amount in excess of the amount of the aggregate net proceeds received by such Investor in connection with any such registration under the Securities Act. (g) If the indemnification provided for above from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this paragraph were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (h) In order to permit the Investors to sell the Registrable Securities, if so desired, pursuant to any applicable resale exemption under applicable securities laws and regulations, the Company shall: (i) comply with all rules and regulations of the Commission in connection with use of any such resale exemption; (ii) make and keep available adequate and current public information regarding the Company; (iii) file with the Commission in a timely manner, all reports and other documents required to be filed under the Securities Act, the Exchange Act, or other applicable securities laws and regulations; (iv) upon written request from any Investor, furnish to such Investor copies of annual reports required to be filed under the Exchange Act and other applicable securities laws and regulations; and (v) upon written request from any Investor, furnish to such Investor, upon written request (A) a copy of the most recent quarterly report of the Company and such other reports and documents filed by the Company with the Commission and (B) such other information as may be reasonably required to permit the Investors to sell pursuant to any applicable resale exemption under the Securities Act or other applicable securities law and regulations, if any. (vi) All rights of the Investors under this Section 4 are unique to and limited to the Investors and may not be transferred or inure to the benefit of the Investors’ successors and assigns or any other transferee who obtains Registrable Securities.

Registration Obligation. (a) The Company shall Issuer represents and warrants that it will file a registration statement as soon as commercially reasonableRegistration Statement promptly following the clearing of all comments on the Issuer’s Form 10-SB filed with the SEC on October 4, but 2007, and that it will use its best efforts to have such Registration Statement become effective promptly after the date of filing, and in any event to become effective not later than 150 days following the Closing Date. Such Registration Statement will include to register under the Securities Act all Conversion Shares and all Warrant Shares provided that the amount of Conversion Shares and Warrant Shares shall be limited to not less than 100% of the maximum amount of common stock which may be included in a single registration statement without exceeding registration limitations imposed by the SEC pursuant to Rule 415 of the Securities Act. In the event that less than all of the initial registrable securities are included in the Registration Statement as a result of the limitation described in Section 14.1(a), then the Issuer will file within fourteen days of such limits being triggered, an additional registration statement each registering the amount permitted under Rule 415 until all of the Conversion Shares and Warrant Shares have been registered, such registration statements to be effective within forty-five (45) days of the Closing Date, on Form S-1, or such other form that is appropriate, covering the resale of the Shares. The Company shall file a registration statement as soon as commercially reasonable, but in any event within forty-five (45) days of the date the 2010 Make Good Shares are issuable to the Make Good Beneficiaries on Form S-1, or such other form that is appropriate, covering the resale of the 2010 Make Good Sharesfiling thereof. (b) If at The Issuer’s obligation to register all Conversion Shares and all Warrant Shares shall, notwithstanding any other provision of this Agreement, be deemed satisfied when, and only when, (i) a Registration Statement or Registration Statements covering all Conversion Shares and all Warrant Shares shall have become effective, or (ii) such time prior to the one (1) year anniversary as all of the Closing DateConversion Shares and Warrant Shares are no longer, the Company or any shareholder by reason of the Company proposes to register any of its Common Stock or any securities convertible into Common Stock Rule 144(k) under the Securities Act (other than pursuant to an offering of securities in connection with an employee benefitAct, share dividend, share ownership or dividend reinvestment plan or registration of securities in connection with a business combination transaction) and the registration form to be used may be used by the Company for the registration of the Registrable Securities, the Company shall give prompt written notice to the Investors (which shall include for purposes of this Section 4.2, the Make Good Beneficiaries (if applicable)) of its intention to effect such a registration (each a “Piggyback Notice”) and shall, if commercially practicable, include in such registration statement all Registrable Securities then required to be registered for the sale thereof by such holders (provided that are if clause (ii) applies, Issuer shall provide Subscriber with an opinion letter as to same in form and from counsel each satisfactory to Subscriber and Issuer’s transfer agent and Issuer’s obligation to so register such Conversion Shares and Warrant Shares shall not then covered be deemed satisfied until such satisfactory opinion is provided); except as expressly provided in this Section 14(b). In the event that a Registration Statement or Registration Statements to register all the Conversion Shares and all Warrant Shares has (or have) not become effective within 150 days following the Closing Date (for whatever reason), it will be deemed an Event of Default under this Agreement, and Subscriber will be entitled to, without limitation, the benefit of the provisions of Section 14(c), in addition to any other remedies as provided in this Agreement, any of the remaining Loan Documents, or otherwise by an effective registration statement with respect to which the Company has received written request from the Investors for inclusion therein within ten (10) Business Days after the date of sending the Piggyback Notice (the “Piggyback Registration”) to the Investorslaw. (c) In connection with any registration, the Company will: (i) prepare event that a Registration Statement or Registration Statements to register all Conversion Shares and file with all Warrant Shares has not become effective by that date 150 days following the Commission a registration statement in a commercially reasonable time with respect to such securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective for the Effectiveness Period; Closing Date unless clause (ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of Section 14.1(b) applies including satisfaction of the Securities Act with respect opinion letter condition described therein, then whether or not Issuer used its best efforts to meet such deadline, the sale or other disposition Subscriber shall be entitled to liquidated damages on demand, payable in cash by wire transfer according to wiring instructions given by Subscriber to Issuer, in the amount equal to 1% of all securities covered the Loan Amount, for each thirty days, pro rated daily, that such Registration Statement(s) are not effective by such registration statement 150-day deadline or until the such time as all of such securities have been disposed of in a public offering; (iii) furnish to the Investors, at the option of the Company in electronic format, such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents, as the Investors may reasonably request; (iv) register or qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as the Investors shall reasonably request (provided, however, that it shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service or process); (v) furnish, at the request of the Investors, a legal opinion of the counsel representing the Company for the purposes of such registration, addressed to the Investors, in customary form and covering matters of the type customarily covered in such legal opinions; (vi) notify the Investors, at any time when the Registration Statement include an 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 in light of the circumstances then existing, and at the request of the Investors, prepare and furnish to such person(s) such reasonable number of copies of any amendment or supplement to the Registration Statement as may be necessary so that, as thereafter delivered to the Investors of such shares, such Registration Statement shall not include 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 in light of the circumstances then existing, and to deliver to Investors of any other securities of the Company included in the offering copies of such Registration Statement as so amended or supplemented; (vii) keep the Investors informed of the Company’s best estimate of the earliest date on which the Registration Statement will become effective, and promptly notify the Investors of (A) the effectiveness of such Registration Statement, (B) a request by the Commission for an amendment or supplement to such Registration Statement, (C) the issuance by the Commission of an order suspending the effectiveness of the Registration Statement, or of the threat of any proceeding for that purpose, and (D) the suspension of the qualification of any securities to be included in the Registration Statement for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; and (viii) before filing any registration statement as contemplated by Section 4.2 hereof and any amendment or supplement thereto (including any documents incorporated by reference therein), the Company shall furnish to the Investors copies of all such Registration Statement, at the option of the Company in electronic format, which Registration Statement shall be subject to the review of such Investors and, where feasible, the Company shall make such changes in the Registration Statement as are promptly and reasonably requested by an Investor. The Investors shall provide their comments to the Registration Statement, if any, within 2 Business Days after the receipt of such Registration Statement. (d) All registrations (piggyback or otherwise) made by the Investors will be made solely at the Company’s expense, other than (i) if an underwritten offering is consented to by the Company, the underwriters’, broker-dealers’ and placement agents’ selling discounts, commissions and fees relating to the sale of the Investors’ securities, clause (ii) any costs and expenses of counsel, accountants or other advisors retained by the Investors and (iiiSection 14.1(b) all transfer, franchise, capital stock and other taxes, if any, applicable to the Investors’ securities (collectively, “Investors’ Expenses”) which shall be paid by the Investors. (e) In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless each Investor holding such Registrable Securities, such Investor's directors and officers, and each other person (applies including each underwriter) who participated in the offering of such Registrable Securities and each other person, if any, who controls such Investor or such participating person within the meaning satisfaction of the Securities Act, against any losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs opinion letter condition described therein. Notwithstanding the remaining provisions of preparation and reasonable attorneys' feesthis Section 14.1(c), or expenses, joint or several, to which such Investor or any such director or officer or participating person or controlling person may become subject liquidated damages under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or any alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (ii) any omission or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any other violation of any applicable securities laws, and in each of the foregoing circumstances shall reimburse such Investor or such director, officer or participating person or controlling person for any legal or any other expenses reasonably incurred by such Investor or such director, officer or participating person or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any actual or alleged untrue statement or actual or alleged omission made in such registration statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Investor specifically for use therein. (f) In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Investor holding Registrable Securities agrees to indemnify and hold harmless the Company, its directors and officers and each other person, if any, who controls the Company within the meaning of the Securities Act and any other Investor against any losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees), or expenses, joint or several, to which the Company or any such director or officer or any such person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or any alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in either case only to the extent that such untrue statement or omission is (A) made in reliance on and in conformity with any information furnished in writing by such Investor to the Company concerning such Investor specifically for inclusion in the Registration Statement relating to such offering, and (B) is not corrected by such Investor and distributed to the Investors within a reasonable period of time. Notwithstanding the provisions of this paragraph, no Investor paragraph shall be required to indemnify any person pursuant to this paragraph or to contribute pursuant to paragraph (g) below in an amount in excess of the amount of the aggregate net proceeds received by such Investor in connection with any such registration under the Securities Act. (g) If the indemnification provided for above from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this paragraph were determined by pro rata allocation or by any other method imposed for a period beyond a maximum of allocation which does not take account of the equitable considerations referred to above. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentationsix 30-day periods. (h) In order to permit the Investors to sell the Registrable Securities, if so desired, pursuant to any applicable resale exemption under applicable securities laws and regulations, the Company shall: (i) comply with all rules and regulations of the Commission in connection with use of any such resale exemption; (ii) make and keep available adequate and current public information regarding the Company; (iii) file with the Commission in a timely manner, all reports and other documents required to be filed under the Securities Act, the Exchange Act, or other applicable securities laws and regulations; (iv) upon written request from any Investor, furnish to such Investor copies of annual reports required to be filed under the Exchange Act and other applicable securities laws and regulations; and (v) upon written request from any Investor, furnish to such Investor, upon written request (A) a copy of the most recent quarterly report of the Company and such other reports and documents filed by the Company with the Commission and (B) such other information as may be reasonably required to permit the Investors to sell pursuant to any applicable resale exemption under the Securities Act or other applicable securities law and regulations, if any. (vi) All rights of the Investors under this Section 4 are unique to and limited to the Investors and may not be transferred or inure to the benefit of the Investors’ successors and assigns or any other transferee who obtains Registrable Securities.

Registration Obligation. (a) The Company shall file a registration statement as soon as commercially reasonable, but in any event within forty-five (45) days of the Closing Date, on Form S-1, or such other form that is appropriate, covering the resale of the Shares5.1. The Company Holder of this Purchase Option shall file a registration statement as soon as commercially reasonable, but in any event within forty-five (45) days of the date the 2010 Make Good Shares are issuable be entitled to the Make Good Beneficiaries on Form S-1, or such other form that is appropriate, covering the resale of the 2010 Make Good Shares. (b) If at any time prior to the one (1) year anniversary of the Closing Date, the Company or any shareholder of the Company proposes to register any of its Common Stock or any securities convertible into Common Stock under the Securities Act (other than pursuant to an offering of securities in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan or same registration of securities in connection with a business combination transaction) and the registration form to be used may be used by the Company for the registration of the Registrable Securities, the Company shall give prompt written notice to the Investors (which shall include for purposes of this Section 4.2, the Make Good Beneficiaries (if applicable)) of its intention to effect such a registration (each a “Piggyback Notice”) and shall, if commercially practicable, include in such registration statement all Registrable Securities then required to be registered that are not then covered by an effective registration statement rights with respect to which the Company has received written request from the Investors for inclusion therein within ten (10) Business Days after the date of sending the Piggyback Notice (the “Piggyback Registration”) to the Investors. (c) In connection with any registration, the Company will: (i) prepare and file with the Commission a registration statement in a commercially reasonable time with respect to such securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective for the Effectiveness Period; (ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement until the such time as all of such securities have been disposed of in a public offering; (iii) furnish to the Investors, at the option of the Company in electronic format, such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents, as the Investors may reasonably request; (iv) register or qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as the Investors shall reasonably request (provided, however, that it shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service or process); (v) furnish, at the request of the Investors, a legal opinion of the counsel representing the Company for the purposes of such registration, addressed to the Investors, in customary form and covering matters of the type customarily covered in such legal opinions; (vi) notify the Investors, at any time when the Registration Statement include an 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 in light of the circumstances then existing, and at the request of the Investors, prepare and furnish to such person(s) such reasonable number of copies of any amendment or supplement to the Registration Statement as may be necessary so that, as thereafter delivered to the Investors of such shares, such Registration Statement shall not include 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 in light of the circumstances then existing, and to deliver to Investors of any other securities of the Company included in the offering copies of such Registration Statement as so amended or supplemented; (vii) keep the Investors informed of the Company’s best estimate of the earliest date on which the Registration Statement will become effective, and promptly notify the Investors of (A) the effectiveness of such Registration Statement, (B) a request by the Commission for an amendment or supplement to such Registration Statement, (C) the issuance by the Commission of an order suspending the effectiveness of the Registration Statement, or of the threat of any proceeding for that purpose, and (D) the suspension of the qualification of any securities to be included in the Registration Statement for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; and (viii) before filing any registration statement as contemplated by Section 4.2 hereof and any amendment or supplement thereto (including any documents incorporated by reference therein), the Company shall furnish to the Investors copies of all such Registration Statement, at the option of the Company in electronic format, which Registration Statement shall be subject to the review of such Investors and, where feasible, the Company shall make such changes in the Registration Statement as are promptly and reasonably requested by an Investor. The Investors shall provide their comments to the Registration Statement, if any, within 2 Business Days after the receipt of such Registration Statement. (d) All registrations (piggyback or otherwise) made by the Investors will be made solely at the Company’s expense, other than (i) if an underwritten offering is consented to by the Company, the underwriters’, broker-dealers’ and placement agents’ selling discounts, commissions and fees relating to the sale of the Investors’ securitiesthis Purchase Option, (ii) any costs the Common Stock and expenses Warrants comprising the Units issuable upon exercise of counselthis Purchase Option, accountants or other advisors retained by the Investors and (iii) all transferthe Extra Warrants referred to below, franchise, capital stock and other taxes, if any, applicable (iv) the Common Stock issuable upon exercise of the Warrants included in the Units and the Extra Warrants referred to the Investors’ securities below (collectively, “Investors’ Expenses”the "Registrable Securities") which shall be paid as the Company has granted to investors in the TII-MHM Private Placement as set forth in the Subscription Agreement and Investor Information Statement entered into by the Investors. (e) In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless each Investor holding such Registrable Securities, such Investor's directors and officers, and each other person such investor (including each underwriter) who participated in the offering of such Registrable Securities and each other person"Subscription Agreement"), if any, who controls such Investor or such participating person within the meaning of the Securities Act, against any losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation limitation and reasonable attorneys' fees), or expenses, joint or several, subject to which such Investor or any such director or officer or participating person or controlling person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or any alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained limitations and obligations set forth therein, or any amendment or supplement thereto, (iithe mandatory registration obligation set forth in Section 7.1.1(a) any omission or any alleged omission of Schedule 1 to state therein a material fact required the Subscription Agreement and the provisions relating thereto as set forth in Section 7.1 of Schedule 1 to be stated therein or necessary to make the statements therein not misleading, or (iii) any other violation of any applicable securities laws, and in each of the foregoing circumstances shall reimburse such Investor or such director, officer or participating person or controlling person for any legal or any other expenses reasonably incurred by such Investor or such director, officer or participating person or controlling person in connection with investigating or defending any such loss, claim, damage, liability or actionSubscription Agreement; provided, however, that if the Company shall not be liable registration statement referred to in any such case Section 7.1.1.(a) of Schedule 1 to the extent that any such loss, claim, damage or liability arises out of or Subscription Agreement is based upon any actual or alleged untrue statement or actual or alleged omission made in such registration statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company not declared effective by such Investor specifically for use therein. (f) In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Investor holding Registrable Securities agrees to indemnify and hold harmless Exchange Commission by the Company, its directors and officers and each other person, if any, who controls the Company within the meaning of the Securities Act and any other Investor against any losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees), or expenses, joint or several, to which the Company or any such director or officer or any such person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or any alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in either case only to the extent that such untrue statement or omission is (A) made in reliance on and in conformity with any information furnished in writing by such Investor to the Company concerning such Investor specifically for inclusion in the Registration Statement relating to such offering, and (B) is not corrected by such Investor and distributed to the Investors within a reasonable period of time. Notwithstanding the provisions of this paragraph, no Investor shall be required to indemnify any person pursuant to this paragraph or to contribute pursuant to paragraph (g) below in an amount in excess of the amount of the aggregate net proceeds received by such Investor in connection with any such registration under the Securities Act. (g) If the indemnification provided for above from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses Target Date referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute the actual issuance of additional Warrants to the amount paid or payable by such indemnified party Holder (as a result the Company has agreed to issue to investors in the TII-MHM Private Placement), on the Target Date and on each monthly anniversary of the Target Date until the earlier of the effective date of such losses, claims, damages, liabilities registration statement or expenses in such proportion as is appropriate to reflect the relative fault nineteenth monthly anniversary of the indemnifying party and indemnified parties Target Date, the number of Warrants purchasable upon exercise of this Purchase Option shall be increased (without any increase in the Exercise Price of this Purchase Option) by 5% of the number of Warrants purchasable hereunder prior to the first such adjustment made on the Target Date (such increase in the number of Warrants purchasable hereunder being referred to herein as the "Extra Warrants"). In connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this paragraph were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (h) In order to permit the Investors to sell the Registrable Securities, if so desired, pursuant to any applicable resale exemption under applicable securities laws and regulations, the Company shall: (i) comply with all rules and regulations of the Commission in connection with use of any such resale exemption; (ii) make and keep available adequate and current public information regarding the Company; (iii) file with the Commission in a timely manner, all reports and other documents required registration statements to be filed under the Securities Act, the Exchange Act, or other applicable securities laws and regulations; (iv) upon written request from any Investor, furnish to such Investor copies of annual reports required to be filed under the Exchange Act and other applicable securities laws and regulations; and (v) upon written request from any Investor, furnish to such Investor, upon written request (A) a copy of the most recent quarterly report of the Company and such other reports and documents filed by the Company with as provided in the Commission and (B) such other information as may be reasonably required to permit Subscription Agreement, the Investors to sell pursuant to any applicable Company shall register for resale exemption under the Securities Act or other applicable securities law this Purchase Option, the Common Stock and regulationsWarrants comprising the Units, the Extra Warrants and the Common Stock issuable upon exercise of the Warrants and Extra Warrants and, alternatively, if permitted by the Securities and Exchange Commission, the Company shall register the issuance by the Company of the Common Stock, Warrants and Extra Warrants, if any, upon exercise of this Purchase Option, and the issuance by the Company of the Common Stock upon exercise of the Warrants and Extra Warrants, if any. (vi) All rights of the Investors under this Section 4 are unique to and limited to the Investors and may not be transferred or inure to the benefit of the Investors’ successors and assigns or any other transferee who obtains Registrable Securities.

Registration Obligation. As soon as practicable after the date hereof (and in no event later than October 15, 1997), the Company shall prepare and file a Registration Statement under the 1933 Act, covering the registration of all of the Registrable Securities . In connection with the Registration Statement, the Company shall, as expeditiously as reasonably possible: (a) The Company shall file a use its reasonable best efforts to cause such Registration Statement to become effective with the Commission and keep such Registration Statement effective for two (2) years following the effective date of registration statement as soon as commercially reasonable, but in any event within forty-five with the Commission (45) days of the Closing Date, on Form S-1, or such other form that is appropriate, covering the resale of the Shares. The Company shall file a registration statement as soon as commercially reasonable, but in any event within forty-five (45) days of the date the 2010 Make Good Shares are issuable to the Make Good Beneficiaries on Form S-1, or such other form that is appropriate, covering the resale of the 2010 Make Good Shares."Applicable Period"); (b) If at any time prior to the one (1) year anniversary of the Closing Date, the Company or any shareholder of the Company proposes to register any of its Common Stock or any securities convertible into Common Stock under the Securities Act (other than pursuant to an offering of securities in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan or registration of securities in connection with a business combination transaction) and the registration form to be used may be used by the Company for the registration of the Registrable Securities, the Company shall give prompt written notice to the Investors (which shall include for purposes of this Section 4.2, the Make Good Beneficiaries (if applicable)) of its intention to effect such a registration (each a “Piggyback Notice”) and shall, if commercially practicable, include in such registration statement all Registrable Securities then required to be registered that are not then covered by an effective registration statement with respect to which the Company has received written request from the Investors for inclusion therein within ten (10) Business Days after the date of sending the Piggyback Notice (the “Piggyback Registration”) to the Investors. (c) In connection with any registration, the Company will: (i) prepare and file with the Commission a registration statement in a commercially reasonable time with respect to such securities and use its commercially reasonable best efforts to cause such registration statement to become and remain effective for the Effectiveness Period; (ii) prepare and file with the Commission such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith contained therein as may be necessary to keep such registration statement effective and (A) to comply with the provisions of the Securities 1933 Act with respect and (B) to the sale or other disposition of all securities covered by keep such registration statement until the such time as all of such securities have been disposed of in a public offeringRegistration Statement current and effective; (iiic) furnish to the InvestorsInvestor Representative copies of all documents proposed to be filed to permit the reasonable and timely review of statements contained in such documents pertaining to the Investors (which copies in all events shall be furnished to the Investor Representative (by personal delivery or overnight courier service) at least five (5) business days prior to the filing thereof) and thereafter furnish to the Investor Representative such numbers of copies of such Registration Statement, at the option of the Company in electronic formateach amendment and supplement thereto, such number numbers of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities 1933 Act, and such other documents, documents as the Investors Investor Representative may reasonably requestrequest in order to facilitate the disposition of the Registrable Securities; (ivd) in states for which appropriate exemptions are not available, use its reasonable best efforts to register and qualify (or qualify satisfy an available exemption therefrom), and maintain for the securities Applicable Period such registration and qualification, the Registrable Securities covered by such registration statement the Registration Statement under such other securities or "blue sky sky" laws of California and Nevada, and such jurisdictions within as shall be reasonably appropriate for the United States and Puerto Rico distribution of the Registrable Securities or as shall be reasonably requested by the Investors shall reasonably request (providedInvestor Representative, however, provided that it the Company shall not be obligated required to become subject to taxation, to qualify as a foreign corporation to do business under the laws or to file a general consent to service of process in any jurisdiction such states or jurisdictions in which it is not then already so subject or qualified and provided, further, that if the registration or to file qualification in any general consent to service jurisdiction (other than California or process)Nevada) necessitates the issuance of a permit by the applicable securities agency, the Investors shall bear all cost and expense of the registration or qualification in such jurisdiction; (ve) furnishuse its reasonable best efforts (i) to maintain the authorization for quotation of the Registrable Securities covered by such Registration Statement on the National Association of Securities Dealers Automated Quotation System and (ii) to cause all Registrable Securities to be listed on each securities exchange on which shares of Common Stock of the Company are then listed or proposed to be listed; (f) notify the Investor Representative, promptly after it shall receive notice thereof, of the date and time which the Registration Statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (g) notify the Investor Representative promptly of any request by the Commission or any state securities commission or agency for the amending or supplementing of the Registration Statement or prospectus or for additional information; (h) prepare and promptly file with the Commission, and promptly notify the Investor Representative of the filing of, such amendments to the Registration Statement or prospectus as may be necessary to correct any statements or omissions if, at the request of the Investors, a legal opinion of the counsel representing the Company for the purposes of such registration, addressed to the Investors, in customary form and covering matters of the type customarily covered in such legal opinions; (vi) notify the Investors, at any time when a prospectus relating to such securities is required to be delivered under the Registration Statement 1933 Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an 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 in light of the circumstances then existing, and at the request of the Investors, prepare and furnish to such person(s) such reasonable number of copies of any amendment or supplement to the Registration Statement as may be necessary so that, as thereafter delivered to the Investors of such shares, such Registration Statement shall not include 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 in light of the circumstances then existing, and to deliver to Investors of any other securities of the Company included in the offering copies of such Registration Statement as so amended or supplemented; (vii) keep the Investors informed of the Company’s best estimate of the earliest date on which the Registration Statement will become effective, and promptly notify the Investors of (A) the effectiveness of such Registration Statement, (B) a request by the Commission for an amendment or supplement to such Registration Statement, (C) the issuance by the Commission of an order suspending the effectiveness of the Registration Statement, or of the threat of any proceeding for that purpose, and (D) the suspension of the qualification of any securities to be included in the Registration Statement for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; and (viii) before filing any registration statement as contemplated by Section 4.2 hereof and any amendment or supplement thereto (including any documents incorporated by reference therein), the Company shall furnish to the Investors copies of all such Registration Statement, at the option of the Company in electronic format, which Registration Statement shall be subject to the review of such Investors and, where feasible, the Company shall make such changes in the Registration Statement as are promptly and reasonably requested by an Investor. The Investors shall provide their comments to the Registration Statement, if any, within 2 Business Days after the receipt of such Registration Statement. (d) All registrations (piggyback or otherwise) made by the Investors will be made solely at the Company’s expense, other than (i) if an underwritten offering is consented to by the Company, the underwriters’, broker-dealers’ and placement agents’ selling discounts, commissions and fees relating to the sale of the Investors’ securities, (ii) any costs and expenses of counsel, accountants or other advisors retained by the Investors and (iii) all transfer, franchise, capital stock and other taxes, if any, applicable to the Investors’ securities (collectively, “Investors’ Expenses”) which shall be paid by the Investors. (e) In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless each Investor holding such Registrable Securities, such Investor's directors and officers, and each other person (including each underwriter) who participated in the offering of such Registrable Securities and each other person, if any, who controls such Investor or such participating person within the meaning of the Securities Act, against any losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees), or expenses, joint or several, to which such Investor or any such director or officer or participating person or controlling person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or any alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (ii) any omission or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any other violation of any applicable securities laws, and in each of the foregoing circumstances shall reimburse such Investor or such director, officer or participating person or controlling person for any legal or any other expenses reasonably incurred by such Investor or such director, officer or participating person or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any actual or alleged untrue statement or actual or alleged omission made in such registration statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Investor specifically for use therein. (f) In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Investor holding Registrable Securities agrees to indemnify and hold harmless the Company, its directors and officers and each other person, if any, who controls the Company within the meaning of the Securities Act and any other Investor against any losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees), or expenses, joint or several, to which the Company or any such director or officer or any such person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or any alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in either case only to the extent that such untrue statement or omission is (A) made in reliance on and in conformity with any information furnished in writing by such Investor to the Company concerning such Investor specifically for inclusion in the Registration Statement relating to such offering, and (B) is not corrected by such Investor and distributed to the Investors within a reasonable period of time. Notwithstanding the provisions of this paragraph, no Investor shall be required to indemnify any person pursuant to this paragraph or to contribute pursuant to paragraph (g) below in an amount in excess of the amount of the aggregate net proceeds received by such Investor in connection with any such registration under the Securities Act. (g) If the indemnification provided for above from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this paragraph were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (h) In order to permit the Investors to sell the Registrable Securities, if so desired, pursuant to any applicable resale exemption under applicable securities laws and regulations, the Company shall:and (i) comply in the event the Investors or the underwriters for the Investors are required to deliver a prospectus at a time when the prospectus in circulation is not in compliance with all the 1933 Act or the rules and regulations of the Commission in connection with use of any Commission, promptly prepare upon request such resale exemption; (ii) make and keep available adequate and current public information regarding the Company; (iii) file with the Commission in a timely manner, all reports and other documents required to be filed under the Securities Act, the Exchange Act, amendments or other applicable securities laws and regulations; (iv) upon written request from any Investor, furnish supplements to such Investor copies of annual reports required to be filed under the Exchange Act and other applicable securities laws and regulations; and (v) upon written request from any Investor, furnish to such Investor, upon written request (A) a copy of the most recent quarterly report of the Company Registration Statement and such other reports and documents filed by the Company with the Commission and (B) such other information prospectus as may be reasonably required necessary in order for such prospectus to permit comply with the Investors to sell pursuant to any applicable resale exemption under requirements of the Securities 1933 Act or other applicable securities law and such rules and regulations, if any. (vi) All rights of the Investors under this Section 4 are unique to and limited to the Investors and may not be transferred or inure to the benefit of the Investors’ successors and assigns or any other transferee who obtains Registrable Securities.

Registration Obligation. (a) The Company 6.1 From and after the Closing, the Company, upon receipt of a written notice from the Holders of a majority in interest of the Exchange Shares demanding registration pursuant to this Section 6, shall file a registration statement as soon as commercially reasonable, but in any event within forty-five (45) days of the Closing Date, reasonable on Form S-1F-3 (if available), or such other form that is appropriate, covering the resale of the SharesExchange Ordinary Shares and the Company Ordinary Shares underlying the Exchange Preferred Shares (collectively, the “Registrable Securities”). The Company shall file a will use commercially reasonable efforts to cause such registration statement to become effective as soon as commercially reasonablepracticable following its initial filing. As to any particular Registrable Securities, but once issued, such Registrable Securities shall cease to be Registrable Securities hereunder when (i) they have been registered under the Securities Act, the registration statement in any event within forty-five connection therewith has been declared effective and they have been disposed of pursuant to such effective registration statement, (45ii) days of the date the 2010 Make Good Shares they are issuable eligible to be sold or distributed pursuant to Rule 144 without limitation as to the Make Good Beneficiaries on Form S-1volume of such sales, or such other form that is appropriate, covering the resale of the 2010 Make Good Shares(iii) they shall have ceased to be outstanding. (b) 6.2 If at any time prior to following the one (1) year anniversary of the Closing DateClosing, the Company or any shareholder of the Company proposes to register any of its Common Stock Company Ordinary Shares or any securities convertible into Common Stock Company Ordinary Shares under the Securities Act (other than pursuant to an offering of securities in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan or registration of securities in connection with a business combination transaction) and the registration form to be used may be used by the Company for the registration of the Registrable Securities, the Company shall give prompt written notice to the Investors (which shall include for purposes of this Section 4.2, the Make Good Beneficiaries (Holders if applicable)) they then hold Registrable Securities of its intention to effect such a registration (each a “Piggyback Notice”) and shall, if commercially practicable, include in such registration statement all Registrable Securities then required to be registered that are not then covered by an effective registration statement with respect to which the Company has received written request from the Investors Holders for inclusion therein within ten fifteen (1015) Business Days days after the date of sending the Piggyback Notice (the “Piggyback Registration”) to the InvestorsHolders. (c) 6.3 In connection with any registration, the Company will: (ia) prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement in a commercially reasonable time with respect to such securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective for a period of time required for the Effectiveness Perioddisposition of such securities by the Holders; (iib) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement until the such time as all of such securities have been disposed of in a public offering; (iiic) furnish to the Investors, at the option of the Company in electronic format, Holders such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents, as the Investors Holders may reasonably request; (ivd) register or qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as the Investors Holders shall reasonably request (provided, however, that it shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service or process); (ve) furnish, at the request of the InvestorsHolders, a legal opinion of the counsel representing the Company company for the purposes of such registration, addressed to the InvestorsHolders, in customary form and covering matters of the type customarily covered in such legal opinions; (vif) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, but not later than eighteen (18) months after the effective date of the registration statement, an earnings statement covering the period of at least twelve (12) months beginning with the first full month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; (g) notify the InvestorsHolders, at any time when the Registration Statement offering documents include an 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 in light of the circumstances then existing, and at the request of the Investorsany Holder, prepare and furnish to such person(s) such reasonable number of copies of any amendment or supplement to the Registration Statement offering documents as may be necessary so that, as thereafter delivered to the Investors of such sharesHolder, such Registration Statement offering documents shall not include 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 in light of the circumstances then existing, and to deliver to Investors Holders of any other securities of the Company company included in the offering copies of such Registration Statement offering documents as so amended or supplemented;; and (viih) keep the Investors Holders informed of the Company’s best estimate of the earliest date on which the Registration Statement offering documents will become effective, and promptly notify the Investors Holders of (A) the effectiveness of such Registration Statementoffering documents, (B) a request by the Commission for an amendment or supplement to such Registration Statementoffering documents, (C) the issuance by the Commission of an order suspending the effectiveness of the Registration Statementoffering documents, or of the threat of any proceeding for that purpose, and (D) the suspension of the qualification of any securities to be included in the Registration Statement offering documents for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; and (viii) before filing any registration statement as contemplated by Section 4.2 hereof and any amendment or supplement thereto (including any documents incorporated by reference therein), the Company shall furnish to the Investors copies of all such Registration Statement, at the option of the Company in electronic format, which Registration Statement shall be subject to the review of such Investors and, where feasible, the Company shall make such changes in the Registration Statement as are promptly and reasonably requested by an Investor. The Investors shall provide their comments to the Registration Statement, if any, within 2 Business Days after the receipt of such Registration Statement. (d) 6.4 All registrations (piggyback or otherwise) made by the Investors Holders will be made solely at the Company’s expense, other than (i) if an underwritten offering is consented to by the Company, the underwriters’, broker-dealers’ and placement agents’ selling discounts, commissions and fees relating to the sale of the InvestorsHolders’ securities, (ii) any costs and expenses of counsel, accountants or other advisors retained by the Investors Holders and (iii) all transfer, franchise, capital stock and other taxes, if any, applicable to the InvestorsHolders’ securities (collectively, “InvestorsHolders’ Expenses”) which shall be paid by the InvestorsHolders. (e) 6.5 In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless each Investor holding such Registrable Securitiesthe Holders, such Investor's the Holders’ directors and officers, and each other person (including each underwriter) who participated in the offering of such Registrable Securities and each other person, if any, who controls such Investor the Holders or such participating person within the meaning of the Securities Act, against any losses, claims, damages, damages or liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees), or expenses, joint or several, to which such Investor any Holder or any such director or officer or participating person or controlling person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or any alleged untrue statement of any material fact contained contained, on the effective date thereof, in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (ii) any omission or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any other violation of any applicable securities laws, and in each of the foregoing circumstances shall reimburse such Investor Holder or such director, officer or participating person or controlling person for any legal or any other expenses reasonably incurred by such Investor a Holder or such director, officer or participating person or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any actual or alleged untrue statement or actual or alleged omission made in such registration statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Investor Holder specifically for use therein. (f) 6.6 In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Investor holding Registrable Securities Holder, by acceptance hereof, agrees to indemnify and hold harmless the Company, its directors and officers and each other person, if any, who controls the Company within the meaning of the Securities Act and any other Investor against any losses, claims, damages, damages or liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees), or expenses, joint or several, to which the Company or any such director or officer or any such person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or any alleged untrue statement of any material fact contained contained, on the effective date thereof, in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in either case only to the extent that such untrue statement or omission is (A) made in reliance on and in conformity with any information furnished in writing by such Investor Holder to the Company concerning such Investor Holder specifically for inclusion in the Registration Statement offering documents relating to such offering, and (B) is not corrected by such Investor Holder and distributed to the Investors such Holder within a reasonable period of time. Notwithstanding the provisions of this paragraph, no Investor Holder shall be required to indemnify any person pursuant to this paragraph or to contribute pursuant to paragraph (g) Section 6.7 below in an amount in excess of the amount of the aggregate net proceeds received by such Investor Holder in connection with any such registration under the Securities Act. (g) 6.7 If the indemnification provided for in Section 6.6 above from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this paragraph were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (h) 6.8 In order to permit the Investors Holders to sell the Registrable Securities, if so desired, pursuant to any applicable resale exemption under applicable securities laws and regulations, the Company shall: (ia) comply with all rules and regulations of the Commission in connection with use of any such resale exemption; (iib) make and keep available adequate and current public information regarding the Company;company; and (iiic) file with the Commission in a timely manner, all reports and other documents required to be filed under the Securities Act, the Exchange Act, or other applicable securities laws and regulations; (iv) upon written request from any Investor, furnish to such Investor copies of annual reports required to be filed under the Exchange Act and other applicable securities laws and regulations; and (v) upon written request from any Investor, furnish to such Investor, upon written request (A) a copy of the most recent quarterly report of the Company and such other reports and documents filed by the Company with the Commission and (B) such other information as may be reasonably required to permit the Investors to sell pursuant to any applicable resale exemption under the Securities Act or other applicable securities law and regulations, if any. (vi) 6.9 All rights of the Investors Holders under this Section 4 6 are unique to and limited to the Investors Holders and may not be transferred or inure to the benefit of the InvestorsHolders’ successors and assigns or any other transferee who obtains Registrable Securities.

Registration Obligation. (a) The Company shall file When required under Section 8.1 hereof to effect a registration statement as soon as commercially reasonable, but in any event within forty-five (45) days of the Closing Date, on Form S-1, or such other form that is appropriate, covering the resale of the Shares. The Company shall file a registration statement as soon as commercially reasonable, but in any event within forty-five (45) days of the date the 2010 Make Good Shares are issuable to the Make Good Beneficiaries on Form S-1, or such other form that is appropriate, covering the resale of the 2010 Make Good Shares. (b) If at any time prior to the one (1) year anniversary of the Closing Date, the Company or any shareholder of the Company proposes to register any of its Common Stock or any securities convertible into Common Stock under the Securities 1933 Act (other than pursuant to an offering of securities in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan or registration of securities in connection with a business combination transaction) and the registration form to be used may be used by the Company for covering the registration of the Registrable Securities, the Company shall give prompt written notice to the Investors (which shall include for purposes of this Section 4.2, the Make Good Beneficiaries (if applicable)) of its intention to effect such a registration (each a “Piggyback Notice”) and shall, if commercially practicable, include in such registration statement all Registrable Securities then required DBT Common Stock to be registered that are not then covered received by an effective registration statement with respect to which the Company has received written request from Shareholders in the Investors Merger for inclusion therein within ten (10) Business Days after resale by the date of sending the Piggyback Notice (the “Piggyback Registration”) to the Investors. (c) In connection with any registrationShareholders, the Company willDBT shall: (ia) prepare and file with the Commission a registration statement in a commercially reasonable time with respect to such securities and use its commercially reasonable commercial efforts to cause such registration statement to become effective and remain keep such registration statement effective for one year (or such shorter period after which DBT Common Stock may be sold by the Effectiveness PeriodShareholders in accordance with the requirements of Rule 144 under the 1933 Xxx); (iib) use its reasonable commercial efforts to prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement until the such time as all of such securities have been disposed of in a public offering1933 Act; (iiic) furnish to the Investors, at the option of the Company in electronic format, Shareholders such number numbers of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities 1933 Act, and such other documents, documents as the Investors they may reasonably requestrequest in order to facilitate the disposition of the DBT Common Stock to be received by them in the Merger; (ivd) use its reasonable commercial efforts to register or and qualify the securities covered by such registration statement under such other securities or blue sky Blue Sky laws of such states or jurisdictions within as shall be reasonably requested by the United States and Puerto Rico as the Investors shall reasonably request (providedShareholders, however, provided that it DBT shall not be obligated required to become subject to taxation, to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any a general consent to service of process in any such states or process)jurisdictions; (ve) furnish, at use its reasonable commercial efforts to maintain the request listing of the Investors, a legal opinion of the counsel representing the Company for the purposes of securities covered by such registration, addressed to the Investors, in customary form and covering matters of the type customarily covered in such legal opinionsregistration statement on NYSE; (vif) notify the Investors, each Shareholder at any time when the Registration Statement include Shareholders must suspend offers or sales of DBT Common Stock under the registration statement, either because the prospectus included in such registration statement is required to be amended for any reason, such as an amendment under the 1933 Act to provide current information, or because the prospectus includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, or because underwriters of DBT Common Stock have insisted on suspension of such offerings and at the request sales in connection with a public offering by DBT of its shares of common stock. DBT shall not be required to inform any Shareholder of the Investorsreason for the suspension but shall use its best efforts to enable the Shareholders to recommence offers and sales under the registration statement. Notwithstanding the foregoing and anything to the contrary set forth in this Article 8, prepare each Shareholder acknowledges that there may occasionally be times when DBT must suspend the use of the prospectus included in such registration statement until such time as an amendment to the registration statement has been filed by DBT and furnish declared effective by the SEC, or until such time as DBT has filed an appropriate report with the SEC pursuant to the Securities Exchange Act of 1934, as amended, or until the suspension period may be terminated under the provisions of an underwriting agreement. Each Shareholder hereby covenants that he will not offer or sell any shares of DBT Common Stock pursuant to such person(s) such reasonable number prospectus during the period commencing when DBT notifies the Shareholder of copies of any amendment or supplement to the Registration Statement as may be necessary so that, as thereafter delivered to the Investors of such shares, such Registration Statement shall not include 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 in light of the circumstances then existing, and to deliver to Investors of any other securities of the Company included in the offering copies of such Registration Statement as so amended or supplemented; (vii) keep the Investors informed of the Company’s best estimate of the earliest date on which the Registration Statement will become effective, and promptly notify the Investors of (A) the effectiveness of such Registration Statement, (B) a request by the Commission for an amendment or supplement to such Registration Statement, (C) the issuance by the Commission of an order suspending the effectiveness of the Registration Statement, or of the threat of any proceeding for that purpose, and (D) the suspension of the qualification of any securities to be included in the Registration Statement for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; and (viii) before filing any registration statement as contemplated by Section 4.2 hereof and any amendment or supplement thereto (including any documents incorporated by reference therein), the Company shall furnish to the Investors copies of all such Registration Statement, at the option of the Company in electronic format, which Registration Statement shall be subject to the review use of such Investors and, where feasible, prospectus and ending when DBT notifies the Company shall make such changes in the Registration Statement as are promptly Shareholder that he may thereafter effect offers and reasonably requested by an Investor. The Investors shall provide their comments to the Registration Statement, if any, within 2 Business Days after the receipt of such Registration Statement. (d) All registrations (piggyback or otherwise) made by the Investors will be made solely at the Company’s expense, other than (i) if an underwritten offering is consented to by the Company, the underwriters’, broker-dealers’ and placement agents’ selling discounts, commissions and fees relating to the sale of the Investors’ securities, (ii) any costs and expenses of counsel, accountants or other advisors retained by the Investors and (iii) all transfer, franchise, capital stock and other taxes, if any, applicable to the Investors’ securities (collectively, “Investors’ Expenses”) which shall be paid by the Investors. (e) In the event of any registration of any Registrable Securities under the Securities Act sales pursuant to this Agreement, the Company shall indemnify and hold harmless each Investor holding such Registrable Securities, such Investor's directors and officers, and each other person (including each underwriter) who participated in the offering of such Registrable Securities and each other person, if any, who controls such Investor or such participating person within the meaning of the Securities Act, against any losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees), or expenses, joint or several, to which such Investor or any such director or officer or participating person or controlling person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or any alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (ii) any omission or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any other violation of any applicable securities laws, and in each of the foregoing circumstances shall reimburse such Investor or such director, officer or participating person or controlling person for any legal or any other expenses reasonably incurred by such Investor or such director, officer or participating person or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any actual or alleged untrue statement or actual or alleged omission made in such registration statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Investor specifically for use therein. (f) In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Investor holding Registrable Securities agrees to indemnify and hold harmless the Company, its directors and officers and each other person, if any, who controls the Company within the meaning of the Securities Act and any other Investor against any losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees), or expenses, joint or several, to which the Company or any such director or officer or any such person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or any alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in either case only to the extent that such untrue statement or omission is (A) made in reliance on and in conformity with any information furnished in writing by such Investor to the Company concerning such Investor specifically for inclusion in the Registration Statement relating to such offering, and (B) is not corrected by such Investor and distributed to the Investors within a reasonable period of time. Notwithstanding the provisions of this paragraph, no Investor shall be required to indemnify any person pursuant to this paragraph or to contribute pursuant to paragraph (g) below in an amount in excess of the amount of the aggregate net proceeds received by such Investor in connection with any such registration under the Securities Act. (g) If the indemnification provided for above from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this paragraph were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (h) In order to permit the Investors to sell the Registrable Securities, if so desired, pursuant to any applicable resale exemption under applicable securities laws and regulations, the Company shall: (i) comply with all rules and regulations of the Commission in connection with use of any such resale exemption; (ii) make and keep available adequate and current public information regarding the Company; (iii) file with the Commission in a timely manner, all reports and other documents required to be filed under the Securities Act, the Exchange Act, or other applicable securities laws and regulations; (iv) upon written request from any Investor, furnish to such Investor copies of annual reports required to be filed under the Exchange Act and other applicable securities laws and regulations; and (v) upon written request from any Investor, furnish to such Investor, upon written request (A) a copy of the most recent quarterly report of the Company and such other reports and documents filed by the Company with the Commission and (B) such other information as may be reasonably required to permit the Investors to sell pursuant to any applicable resale exemption under the Securities Act or other applicable securities law and regulations, if any. (vi) All rights of the Investors under this Section 4 are unique to and limited to the Investors and may not be transferred or inure to the benefit of the Investors’ successors and assigns or any other transferee who obtains Registrable Securities.