Common use of Registration Procedures and Expenses Clause in Contracts

Registration Procedures and Expenses. (a) The Company shall: (1) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closing, prepare and file with the Commission the Registration Statement relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2) use its reasonable efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6) bear all expenses in connection with the procedures in paragraphs (1) through (5) of this Section 8.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. The Company is obligated to do the following: (a) The Company shall: (1) as As soon as practicable after the Closing, but in no event later than two (2) weeks following the ClosingClosing Date, the Company shall prepare and file with the Commission a registration statement in order to register with the Registration Statement relating to Commission the sale by Purchaser, from time to time, of the Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2a "Registration Statement") and shall use its commercially reasonable efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the have such Registration Statement effective within 60 days after the declared effective. The Company shall use commercially reasonable efforts to keep such Registration Statement is filed by the Company; (3) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act until the date which is three years after the date that such Registration Statement is declared effective by the Commission or such earlier date when all the Shares covered by such Registration Statement have been sold pursuant to Rule 144 without volume restrictions as determined by counsel to the Company pursuant to a written opinion letter addressed to the Purchaser, to such effect. (b) In order to facilitate the sale or other disposition of all or any other rule of similar effect; (4) the shares by the Purchaser, the Company shall furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of and preliminary prospectuses to as the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply reasonably requests in conformity with the applicable provisions requirements of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses;Act. (5c) The Company shall file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and. (6d) bear all expenses in connection with the procedures in paragraphs (1) through (5) of this Section 8.1 and the registration of the Shares pursuant to the Registration Statement, other Other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discountsPurchaser, brokerage which fees and commissions incurred expenses shall be borne by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied shall bear all expenses (exclusive of underwriting discounts and commissions) in connection with such requirementsthe procedures in paragraphs (a) through (c) of this Section 9.1.

Registration Procedures and Expenses. (a) The Company shall: (1) shall as soon as practicable after the ClosingNovember 3, 1999, but in no event later than two (2) weeks following the ClosingDecember 31, 1999, prepare and file with the Commission a registration statement on Form S-3 (or if such form is unavailable to the Company, on such other form deemed appropriate for the registration of the Common Stock by the Commission) (the "Registration Statement") to register the Shares and Warrant Shares ("Registrable Securities") for resale by the Purchasers in non-underwritten, market transactions, and shall use its best efforts to cause the Registration Statement relating to the sale of the Shares by the become effective as soon as practicable thereafter. The Company shall, within three business days before filing such Registration Statement, provide a draft to each Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactionsand its counsel and its agent for review and comment; (2b) use its reasonable efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the The Company of the Commission's willingness to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3) shall promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such the Registration Statement effective until the earlier first to occur of (i) twenty-four (24) months after the effective such date when either all of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration Registrable Securities have been sold pursuant thereto or, by reason of Rule 144(k) of the Commission under the Securities Act or any other rule of similar effect, the Registrable Securities are no longer required to be registered for the resale thereof by the Purchasers in ordinary market transactions without imposition of any volume limitations, or (ii) the second anniversary of the expiration of the Warrants (the "Registration Period"); (4c) The Company shall promptly furnish to the each Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of its agent such Shares) such reasonable number of copies of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act as such Purchaser or its agent may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares Registrable Securities by the such Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5d) The Company shall promptly file documents required of the Company for normal any required blue sky clearance for the Registrable Securities in such states specified in writing by the Purchasereach Purchaser or its agent; provided, however, that the Company shall not be required to (i) qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and, (ii) subject itself to general taxation in any such jurisdiction, (iii) provide any undertakings that cause the Company undue burden or expense or (iv) make any change in its charter or bylaws; (6e) The Company shall promptly inform each Purchaser and its agent when any stop order has been issued with respect to the Registration Statement and use its best efforts to promptly cause such stop order to be withdrawn; (f) The Company shall notify each Purchaser whose shares are registered on a Registration Statement and its agent at any time when a prospectus relating to any Registrable Securities covered by such Registration Statement or a Company Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and promptly file such amendments and supplements as may be necessary so that, as thereafter delivered to such Purchasers of such Registrable Securities, such prospectus shall not 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 use its best efforts to cause each such amendment and supplement to become effective; (g) The Company shall bear all expenses in connection with the procedures in paragraphs paragraph (1a) through (5f) of in this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred any expenses relating to the sale of the Registrable Securities by the Purchaser Purchasers (including without limitation, broker's commissions, discounts or the Other Purchasers, if any.fees of any nature and transfer taxes or charges of any nature); and (bh) The Company covenants understands that each Purchaser disclaims being an underwriter, but a Purchaser being deemed an underwriter shall not relieve the Company of any obligations it will file has hereunder. A questionnaire related to the reports required Registration Statement to be filed completed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company each Purchaser is not required attached as Appendix I to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirementsthis Agreement.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closingpracticable, prepare and file with the Commission the Registration Statement on Form S-3 relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of on the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 75 days after the Registration Statement is filed by the Company; (3c) promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months two years after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; providedPROVIDED, howeverHOWEVER, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The If and whenever the Company shallis required by the provisions of this Section to include any of the Restricted Securities of the Investor in a registration under the Securities Act, the Investor will furnish in writing such information as is reasonably requested by the Company for inclusion in the registration statement relating to such offering and such other information and documentation as the Company shall reasonably request, and the Company will, as expeditiously as possible: (1) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closing, prepare Prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration to become and remain effective for such period as may be necessary to permit the Registration Statement relating to the sale successful marketing of the Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national such securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions;but not exceeding 120 days. (2) use its reasonable efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3) prepare Prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith as may be necessary to keep comply with the Registration Statement effective until the earlier provisions of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule and to keep such registration statement effective for that period of similar effect;time specified in paragraph 9.3(f)(1). (43) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and Furnish to each underwriter, if any, of selling shareholder such Shares) such reasonable number of copies prospectuses and preliminary prospectuses in conformity with the requirements of prospectuses the Securities Act, and such other documents as such seller may reasonably request in order to facilitate the public sale or other disposition of all or any the Restricted Securities owned by such seller. (4) If the Company is required by the underwriters, if any, of the Shares securities registered under this Section 9.3 to deliver an opinion of counsel to such underwriters in connection with such registration, and if requested by any holders of Restricted Securities participating in such registration, use its best efforts to furnish such opinion to such holders on the Purchaser; providedday of delivery to the underwriters, however, addressed to such underwriters and to such holders containing substantially the following provisions: (a) that the obligation registration statement covering such registration of securities has become effective under the Company to deliver copies of prospectuses Securities Act; (b) that, to the Purchaser shall be subject best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Securities Act; (c) that at the time the registration statement became effective, the registration statement and the related prospectus complied as to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply form in all material respects with the applicable provisions requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and related schedules contained therein); (d) that while such counsel has not independently verified the accuracy or completeness of the information contained therein, such counsel has no reason to believe that the registration statement at the time it became effective or the prospectus contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (e) that, to the best of such counsel's knowledge, the descriptions in the registration statement and the prospectus, and any amendments or supplements thereto, of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate and fairly present the information required to be stated therein concerning such matters, contracts, documents and instruments; (f) that such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus, or any amendment or supplement thereto, which are not described as required, nor of any contracts or documents or instruments of a character required to be described in the registration statement or prospectus; or any amendment or supplement thereto, or to be filed as exhibits to the registration statement which are not described or filed as required. Such opinion shall be in such form as is customary for similar opinions delivered by such counsel so long as such form is acceptable to the underwriters. (5) If the Company is required by the underwriters, if any, of the securities registered in a registration under this Section 9.3 to deliver a letter from the independent certified public accountants of the Company to such underwriters in connection with such registration, and if requested by any holders of Restricted Securities participating in such registration, use its best efforts to furnish such letter to such holders on the day of delivery to the underwriters, addressed to such underwriters and to such holders, providing substantially that such accountants are independent certified public accountants within the meaning of the Securities Act and that in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement and the prospectus, and any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act. Such letter shall additionally cover such other financial matters (including information as to the period ending not more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the holders of Restricted Securities requesting such letter may reasonably request, and shall be in such form as is customary for similar letters delivered by such certified independent public accountants so long as such form is acceptable to the underwriters. (6) Use its best efforts to register or qualify the Restricted Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each such selling shareholder shall reasonably request and do any and all other acts and things which may be applicable in connection with any use of such prospectuses; (5) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business necessary or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6) bear all expenses in connection with the procedures in paragraphs (1) through (5) of this Section 8.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time desirable to enable such Purchaser seller to sell consummate the Shares without registration under the Securities Act within the limitation public sale or other disposition in such jurisdictions of the exemptions provided Restricted Securities owned by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted seller and covered by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirementsregistration statement.

Registration Procedures and Expenses. (a) The Company shall: (1i) as soon as practicable after following receipt of the ClosingStockholder Approval (the “Filing Date”), but but, in no event any event, not later than two fifteen (215) weeks following the Closingdays thereafter, prepare and file a Resale Registration Statement with the Commission the Registration Statement relating to the sale register all of the Registrable Shares by on Form S-3 under the Purchaser from time to time through Securities Act (providing for shelf registration of such Registrable Shares under Commission Rule 415). In the automated quotation system event that Form S-3 is not available for the registration of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2) use its reasonable efforts subject to receipt of necessary information from the PurchasersRegistrable Shares, to cause the Commission to notify the Company shall register the resale of the Commission's willingness Registrable Shares on such other form as is available to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3ii) use its commercially reasonable efforts to cause such Resale Registration Statement required by Section 4.15(a)(i) to be declared effective within twenty-one (21) days following the Filing Date (or, in the event the Staff reviews and has written comments to the Resale Registration Statement, within forty-five (45) days following the Filing Date) (the earlier of the foregoing or the applicable date set forth in Section 4.15(vi), the “Effectiveness Deadline”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of such Resale Registration Statement; (iii) prepare and file with the Commission such amendments and supplements to the any Resale Registration Statement Statements and the prospectus used in connection therewith as may be necessary to keep such Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.15(e) below, subject to the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effectCompany’s right to suspend pursuant to Section 4.15(d); (4iv) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of Purchasers such Shares) such reasonable number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of Purchasers; (v) file such other securities or blue sky laws documents as may be applicable in connection with any use of such prospectuses; (5) file documents required of the Company for normal securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by the Purchasers and use its commercially reasonable efforts to maintain such blue sky clearance in states specified in writing by qualifications during the Purchaserperiod the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.15(a)(v) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vi) upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, within three (3) Trading Days following the date of such notification, request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two (2) Trading Days later); (vii) upon notification by the Commission that that the Resale Registration Statement has been declared effective (the date of such notification, the “Effective Date”) by the Commission, file the final prospectus under Rule 424 within the applicable time period prescribed by Rule 424; (viii) advise the Purchasers promptly, and in any event within twenty-four (24) hours of (A) the effectiveness of the Resale Registration Statement or any post-effective amendments thereto, (B) any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto, (C) the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes and (D) the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (ix) cause all Registrable Shares to be listed on each securities exchange on which equity securities by the Company are then listed, if any; and (6x) bear all expenses in connection with the procedures in paragraphs (1i) through (5ix) of this Section 8.1 4.15(a) and the registration of the Registrable Shares pursuant to the on such Resale Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act Statement and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation satisfaction of the exemptions provided by (i) Rule 144 under the Securities Act, as blue sky laws of such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirementsstates.

Registration Procedures and Expenses. (a) The Except for such times as the Company shallmay be required to suspend the use of a prospectus forming a part of the Registration Statement, the Company will: (1) as soon as practicable after the Closingpracticable, but in no event later than two the later to occur of: (2i) weeks thirty (30) days following the ClosingClosing Date and (ii) April 30, 2004, use commercially reasonable efforts to prepare and file with the Commission the SEC a Registration Statement relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactionsStatement; (2) use its commercially reasonable efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 under the Securities Act no later than one hundred twenty (120) days after the Registration Statement is filed by the CompanyClosing Date; (3) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective until the earlier earliest of (i) twenty-four (24) months after the effective date second anniversary of the Registration Statement Closing Date, or (ii) the date on which the such time as all Shares may be resold purchased by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effectPurchaser have been sold; (4) so long as the Registration Statement is effective covering the resale of Shares owned by Purchaser, furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5) use commercially reasonable efforts to file documents required of the Company for normal blue sky Blue Sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it the Company is not now so qualified or has not so consented; and (6) bear all expenses in connection with the procedures in paragraphs (1a) through (5c) of this Section 8.1 6.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other PurchasersPurchaser, if any. (b) The Company covenants In the event that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted Registration Statement is not declared effective by the Commission thereunder SEC on or before the one hundred twentieth (or, if 120th) day after the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Closing Date for Purchaser, the Company will deliver shall pay to Purchaser liquidated damages in a cash amount equal to one-thirtieth of one percent (1/30 of 1%) of the Purchase Price paid by Purchaser for each day after such one hundred twentieth (120th) day that the Registration Statement is not declared effective; provided, however, that such fees in the aggregate shall in no event to exceed eight percent (8%) of the Purchase Price. (c) Notwithstanding Section 6.1(a) and (b): (i) the Company shall be permitted to suspend the actions required under Sections 6.1(a)(1) through (3) to the extent necessary in connection with any Strategic Event or any negotiations or discussions in connection therewith; and (ii) the Company shall not be required to pay any fee pursuant to Section 6.1(b) to the extent the payment of such fee is related to such holder a written statement as to whether it has complied with such requirementssuspension. (d) Purchaser will promptly notify the Company of any changes in the information set forth in the Registration Statement or Prospectus regarding Purchaser or its plan of distribution.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after subject to receipt of necessary information from the Closing, but in no event later than two (2) weeks following the Closing, Investor to prepare and file with the Commission Commission, within seventy-five (75) days of the Closing Date, a Registration Statement relating on Form S-3 (the "Registration Statement") to enable the sale of the Conversion Shares and the Dividend Shares, if any, by the Purchaser Investor from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the PurchasersInvestor, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 90 days after the Registration Statement is filed by the Company; (3c) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date second anniversary of the Registration Statement Closing Date or (ii) the date on which the such time as all Conversion Shares may be resold by the Purchasers without and Dividend Shares have been sold pursuant to a registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect;statement. (4d) furnish to the Purchaser Investor with respect to the Conversion Shares and Dividend Shares registered under the Registration Statement (and to each underwriter, if any, of such Sharesshares of Common Stock) such reasonable number of copies of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Conversion Shares and Dividend Shares by the Purchaser; Investor, provided, however, that the obligation of the Company to deliver copies of prospectuses or preliminary prospectuses to the Purchaser Investor shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Investor that the Purchaser Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses or preliminary prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the PurchaserInvestor; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6f) bear all expenses in connection with the procedures in paragraphs paragraph (1a) through (5e) of this Section 8.1 7.1 and the registration of the Conversion Shares and Dividend Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) Investor. The Company covenants understands that it will file the reports required to be filed by it under Investor disclaims being an underwriter, but the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if Investor being deemed an underwriter shall not relieve the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether obligations it has complied with such requirementshereunder.

Registration Procedures and Expenses. (a) The Except for such times as the Company shallmay be required to suspend the use of a prospectus forming a part of the Registration Statement, the Company will: (1) as soon as practicable after the Closingpracticable, but in no event later than two thirty (230) weeks days following the ClosingClosing Date, use commercially reasonable efforts to prepare and file with the Commission the SEC a Registration Statement relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactionsStatement; (2) use its commercially reasonable efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 under the Securities Act as soon as practicable, but in no event later than one hundred twenty (120) days after the Registration Statement is filed by Closing Date, and to cause the CompanyShares and Warrant Shares to be listed on the Trading Market as soon as practicable; (3) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective until the earlier earliest of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the when all Shares may and Warrant Shares can be resold by the Purchasers without registration by reason of sold pursuant to Rule 144(k) under the Securities Act Act, or any other rule of similar effect(ii) such time as all Shares and Warrant Shares purchased by the Purchasers have been sold; (4) so long as the Registration Statement is effective covering the resale of Shares owned by the Purchasers, furnish to the Purchaser Purchasers with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the PurchaserPurchasers; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser Purchasers shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Purchasers that the Purchaser Purchasers will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5) use commercially reasonable efforts to file documents required of the Company for normal blue sky Blue Sky clearance in states specified in writing by the PurchaserPurchasers; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it the Company is not now so qualified or has not so consented; and (6) bear all expenses in connection with the procedures in paragraphs (1a) through (5c) of this Section 8.1 6.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The In the event that the Registration Statement is not declared effective by the SEC on or before the one hundred twentieth (120th) day after the Closing Date for a Purchaser, the Company covenants shall pay to such Purchaser liquidated damages in a cash amount equal to one-thirtieth of one percent (1/30 of 1%) of the Purchase Price paid by such Purchaser for each day after such one hundred twentieth (120th) day that it will file the reports required Registration Statement is not declared effective; provided, however, that such fees in the aggregate shall in no event to be filed by it exceed eight percent (8%) of the Purchase Price (c) Notwithstanding any provision in this Agreement to the contrary, following the 30th Trading Day following the effective date of the Registration Statement, the Company’s obligations hereunder to keep a registration statement continuously in effect under the Securities Act shall be suspended (a “Suspension Period”) if, in the good faith judgment of the Company’s Board of Directors, it is advisable to suspend the use of the Prospectus included therein for a discrete period of time due to pending material corporate developments or similar material events that have not yet been publicly disclosed and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if as to which the Company is believes that public disclosure would be prejudicial to the Company or its stockholders; provided, that the Registration Statement shall be suspended for a total of no more than two times or for a period of more than twenty (20) days in any twelve (12) month period. The provisions of Section 6.1(b) shall not required to file such reports, it will, upon be applicable during the request Suspension Period and shall be tolled as a result of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to grace period. Immediately after the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request end of any PurchaserSuspension Period under this Section 6.1(c), the Company will deliver shall take all actions that may be reasonably necessary (including filing any required supplemental prospectus) to restore the effectiveness of the applicable Registration Statement and the ability of the Purchasers to publicly resell their securities pursuant to such holder a written statement effective Registration Statement. (d) Each Purchaser will promptly notify the Company of any changes in the information set forth in the Registration Statement or Prospectus regarding the Purchaser or its plan of distribution, attached hereto as to whether it has complied with such requirements.Exhibit E.

Registration Procedures and Expenses. (a) The Company shall: (1a) subject to prompt receipt of necessary information from the Investor after prompt request from the Company to the Investor to provide such information, use commercially reasonable efforts to prepare and file with the SEC, as soon as practicable after the ClosingClosing Date of the transactions contemplated in the Deed, but in no event later than two a shelf registration statement (2the "Registration Statement") weeks following to enable the Closing, prepare and file with the Commission the Registration Statement relating to the sale resale of the Shares by the Purchaser Investor from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act through the automated quotation system of the Nasdaq National Market or such other market as may be the facilities of any national securities exchange principal market on which the Company's Common Stock is then traded sold, or in any other manner reasonably requested by the Investor, including privately-negotiated transactions; (2b) use its commercially reasonable efforts efforts, subject to receipt of necessary information from the PurchasersInvestor after prompt request from the Company to the Investor to provide such information, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 days as soon as practicable after the Registration Statement is filed by the Company; (3c) use commercially reasonable efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement current and effective until the earlier later of (i) twenty-four (24) months two years after the effective date of the Registration Statement Closing Date or (ii) the date on which all of the Shares may be resold by the Purchasers without registration by reason sold pursuant to Rule 144 of Rule 144(k) under the Securities Act or without regard to any other rule of similar effectvolume limitations; (4d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of Investor such Shares) such reasonable number of copies of the Registration Statement, prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the PurchaserInvestor; provided, however, that the obligation of the Company to deliver copies of prospectuses or preliminary prospectuses to the Purchaser Investor shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Investor that the Purchaser Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses or preliminary prospectuses; (5e) take all reasonable actions necessary to ensure that the Shares are listed and available for quotation on The Nasdaq National Market; (f) file documents required of the Company for normal blue sky clearance in states specified in writing by the PurchaserInvestor; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6g) bear all expenses in connection with the procedures in paragraphs paragraph (1a) through (5f) of this Section 8.1 2.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, ; and (h) advise the Investor promptly after it shall receive notice or obtain knowledge of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred issuance of any stop order by the Purchaser SEC delaying or suspending the Other Purchasers, if any. (b) The Company covenants that it will file effectiveness of the reports required to be filed by it under Registration Statement or of the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request initiation or threat of any Purchaser, make publicly available other information), proceeding for that purpose; and it will take promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such further action as stop order should be issued. The Company understands that the Investor disclaims being an underwriter, but any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted determination by the Commission. Upon SEC that the request Investor is an underwriter shall not relieve the Company of any Purchaser, the Company will deliver to such holder a written statement as to whether obligations it has complied with such requirementshereunder.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closingreasonably practicable, but in no event later than two ten (210) weeks days following the ClosingClosing Date, prepare and file with the Commission the Registration Statement on Form S-3 relating to the sale of the Shares and the Warrant Shares by the Purchaser and the Other Purchasers from time to time through on the automated quotation system of the Nasdaq National Market American Stock Exchange or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 forty-five (45) days after the Closing Date or, in the event of a review of the Registration Statement is filed by the CompanyCommission, within sixty (60) days after the Closing Date; (3c) use its best efforts to promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier earliest of (i) twenty-four (24) months two years after the effective date of the Registration Statement Statement, or (ii) the date on which such time as the Shares may be resold and the Warrant Shares become eligible for resale by the Purchasers without registration by reason of non-affiliates pursuant to Rule 144(k) under the Securities Act or any other rule of similar effect1933, as amended; (4d) furnish to the Purchaser with respect to the Shares and the Warrant Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares or Warrant Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares and the Warrant Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file documents required of the Company for normal blue sky Blue Sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares and the Warrant Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any.; (bg) The Company covenants that it will file the reports required a Form D with respect to be filed by it under the Securities Act as required under Regulation D and to provide a copy thereof to the Exchange Act Purchaser promptly after filing; (h) issue a press release describing the transactions contemplated by this Agreement on the Closing Date; and (i) make available, while the Registration Statement is effective and the rules and regulations adopted by the Commission thereunder (oravailable for resale, if the Company is not required to file such reportsits Chief Executive Officer, it will, upon the request of any Purchaser, make publicly available other information)Chief Financial Officer, and it will take such further action as any Chief Operating Officer for questions regarding information which the Purchaser may reasonably requestrequest in order to fulfill any due diligence obligation on its part. The Company understands that the Purchaser disclaims being an underwriter, all but the Purchaser being deemed an underwriter shall not relieve the Company of any obligations it has hereunder. A questionnaire related thereto to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted completed by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement Purchaser is attached hereto as to whether it has complied with such requirements.Appendix I.

Registration Procedures and Expenses. (a) The Except for such times as the Company shallmay be required to suspend the use of a prospectus forming a part of the Registration Statement, the Company will: (1) as soon as practicable after the Closingpracticable, but in no event later than two thirty (230) weeks days following the ClosingClosing Date, use commercially reasonable efforts to prepare and file with the Commission the SEC a Registration Statement relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactionsStatement; (2) use its commercially reasonable efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 under the Securities Act no later than one hundred twenty (120) days after the Registration Statement is filed by the CompanyClosing Date; (3) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective until the earlier earliest of (i) twenty-four (24) months after the effective date second anniversary of the Registration Statement Closing Date, or (ii) the date on which the such time as all Shares may be resold purchased by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effecthave been sold; (4) so long as the Registration Statement is effective covering the resale of Shares owned by the Purchasers, furnish to the Purchaser Purchasers with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the PurchaserPurchasers; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser Purchasers shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Purchasers that the Purchaser Purchasers will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5) use commercially reasonable efforts to file documents required of the Company for normal blue sky Blue Sky clearance in states specified in writing by the PurchaserPurchasers; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it the Company is not now so qualified or has not so consented; and (6) bear all expenses in connection with the procedures in paragraphs (1a) through (5c) of this Section 8.1 6.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants In the event that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted Registration Statement is not declared effective by the Commission thereunder SEC on or before the one hundred twentieth (or, if 120th) day after the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Closing Date for a Purchaser, the Company will deliver shall pay to such holder Purchaser liquidated damages in a written statement as cash amount equal to whether it has complied one-thirtieth of one percent (1/30 of 1%) of the Purchase Price paid by such Purchaser for each day after such one hundred twentieth (120th) day that the Registration Statement is not declared effective; provided, however, that such fees in the aggregate shall in no event to exceed eight percent (8%) of the Purchase Price (c) Notwithstanding Section 6.1(a) and (b): (i) the Company shall be permitted to suspend the actions required under Sections 6.1(a)(1) through (3) to the extent necessary in connection with any Strategic Event or any negotiations or discussions in connection therewith; and (ii) the Company shall not be required to pay any fee pursuant to Section 6.1(b) to the extent the payment of such requirementsfee is related to such suspension. (d) Each Purchaser will promptly notify the Company of any changes in the information set forth in the Registration Statement or Prospectus regarding the Purchaser or its plan of distribution.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closingpracticable, prepare and file with the Commission the Registration Statement on Form S-3 relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of the The Nasdaq National Stock Market or the facilities of any national securities exchange on which the Company's Common Stock common stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3c) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration registration, by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; , provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses;the (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; , provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closingpracticable, prepare and file with the Commission the Registration Statement on Form S-1 relating to the sale of the Shares by the Purchaser Investors from time to time through the automated quotation system of the Nasdaq National Market or on the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts efforts, subject to receipt of necessary information from the Purchasers, to cause the staff of the Commission to notify the Company of the Commissionstaff's willingness to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3c) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months two years after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4d) furnish to the Purchaser Investors with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Investors may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the PurchaserInvestors; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser Investors shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Investors that the Purchaser Investors will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the PurchaserInvestors; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers Investors or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other PurchasersInvestors, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1A) as soon as practicable after use its best efforts to file a Registration Statement with the Closing, but in no event later than two (2) weeks SEC within 30 days following the Closing, prepare and file with Closing to register the Commission Registrable Shares for resale on Form S-3 under the Registration Statement relating to the sale Securities Act (providing for shelf registration of the such Registrable Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactionsunder SEC Rule 415); (2B) use its all commercially reasonable efforts efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the any such Registration Statement filed pursuant to Section 7.2(a) above to become effective within 60 days as promptly after the filing of such Registration Statement is filed by as practicable, and in any event not later than 120 days following the CompanyClosing; (3C) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the prospectus used in connection therewith as may be necessary to keep the such Registration Statement effective until termination of such obligation as provided in Section 7.7 below, subject to the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effectCompany's right to suspend pursuant to Section 7.6; (4D) furnish to the each Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of Purchasers; (E) file such other securities or blue sky laws documents as may be applicable in connection with any use of such prospectuses; (5) file documents required of the Company for normal blue sky securities law clearance for the resale of the Registrable Shares in such states specified in writing of the United States as may be reasonably requested by the each Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction jurisdiction; (F) advise each Purchaser promptly: (I) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto; (II) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in which it is not now so qualified any jurisdiction, or has not so consentedthe initiation of any proceeding for any of the preceding purposes; and (6III) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading; (G) use its best efforts to cause all Registrable Shares to be listed on each securities exchange, if any, on which the common stock of the Company is then listed; and (H) bear all expenses in connection with the procedures in paragraphs (1a) through (5g) of this Section 8.1 7.2 and the registration of the Registrable Shares pursuant to the on such Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act Statement and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation satisfaction of the exemptions provided by (i) Rule 144 under the Securities Act, as blue sky laws of such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirementsstates.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closingpracticable, but in any event no event later than two (2) weeks following the ClosingSeptember 15, 2000, prepare and file with the Commission the Registration Statement on Form S-1 relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 days after and shall therewith notify the Registration Statement is filed Purchasers of the declaration of effectiveness and shall also promptly notify the Purchasers of any stop orders issued by the CompanyCommission; (3c) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which all of the Shares have been sold by the Purchasers or on which the Shares may be resold by the Purchasers without registration by reason of sold pursuant to Rule 144(k) 144 under the Securities Act or without any other rule restriction as to the number of similar effectsecurities as of a particular date that can then be immediately sold; (4d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any.; and (bg) The With a view to making available to Purchaser the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the Commission that may at any time permit Purchaser to sell the Shares to the public without registration, the Company covenants that it will and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of Purchaser's Shares may be resold within a given three-month period pursuant to Rule 144 or any other rule or similar effect or (B) such date as all of Purchaser's Shares shall have been resold; and (ii) file with the Commission in a timely manner all reports and other documents required to be filed by it of the Company under the Securities Act and under the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closingreasonably practicable, but in no event later than two (2) weeks 30 days following the ClosingClosing Date, prepare and file with the Commission the a Registration Statement relating to the sale of the Shares and the Warrant Shares (and any securities issued as a dividend or other distribution with respect to, or in replacement of, the Shares or the Warrant Shares) by the Purchaser and the Other Purchasers from time to time through the automated quotation system of on the Nasdaq National Market Market, or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 90 days after the Registration Statement is filed by the CompanyClosing Date; (3c) give written notice immediately to the Purchaser that the Commission has declared the Registration Statement effective, and in any event, within one (1) business day of such declaration; (d) use its best efforts to promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which such time as the Shares may be resold and the Warrant Shares become eligible for resale by the Purchasers without registration by reason of non-affiliates pursuant to Rule 144(k) under the Securities Act or any other rule of similar effect(the “Effectiveness Period”); (4e) furnish to the Purchaser with respect to the Shares and the Warrant Shares registered under the Registration Statement (and to each underwriter, if any, of such the Shares or Warrant Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares and Warrant Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5f) file documents required of the Company for normal blue sky Blue Sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6g) bear all expenses in connection with the procedures in paragraphs (1a) through (5f) of this Section 8.1 and the registration of the Shares and the Warrant Shares pursuant to the Registration Statement, including any fees and expenses of the transfer agent for the Common Stock, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any.; (bh) The Company covenants that it will file a Form D with respect to the reports Securities as required under Regulation D and to provide a copy thereof to the Purchaser promptly after filing; (i) issue a press release describing the transactions contemplated by this Agreement no later than 9:29 a.m. (EST) on December 21, 2004 and make all required filings with the Commission under the Exchange Act with respect to the transactions contemplated by this Agreement; (j) promptly notify the Purchaser (i) upon discovery that, or upon the occurrence of any event as a result of which, the prospectus forming a part of the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be filed by it stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) of the Securities Act and the Exchange Act and the rules and regulations adopted issuance by the Commission thereunder of any stop order suspending the effectiveness of the Registration Statement or the initiation of proceedings for that purpose, (oriii) of any (A) amendments to the Registration Statement or any document incorporated or deemed to be incorporated by reference in the Registration Statement, if or (B) supplements to the prospectus forming a part of the Registration Statement, or (C) additional information, or (iv) of the receipt by the Company is not required of any notification with respect to file the suspension of the registration, qualification or exemption from registration or qualification of any of the Securities for sale in any jurisdiction or the initiation of any proceeding for such reportspurpose, it will, upon and at the request of the Purchaser promptly prepare and file an amendment to the Registration Statement or a supplement to the prospectus as the Company may deem necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not 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, in the light of the circumstances under which they were made, not misleading; and make available to the Purchaser upon its request a reasonable number of copies of such supplement to, or amendment of, such Registration Statement and prospectus, and, in the event of a stop order, use its commercially reasonable efforts to obtain the withdrawal of any Purchaserorder suspending the effectiveness of the Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Securities for sale in any jurisdiction; and (k) make publicly available, while the Registration Statement is effective and available other information)for resale, its Chief Executive Officer and it will take such further action as any Chief Financial Officer for questions regarding information that the Purchaser may reasonably request, all request in order to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) fulfill any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirementsdue diligence obligation on its part.

Registration Procedures and Expenses. (a) The Company shall: (1a) subject to receipt of necessary information from the Investor after prompt request from the Company to the Investor to provide such information, use commercially reasonable efforts to prepare and file with the SEC, as soon as practicable after the Closing, but in no event later than two a shelf registration statement (2the "Registration Statement") weeks following to enable the Closing, prepare and file with the Commission the Registration Statement relating to the sale resale of the Shares by the Purchaser Investor from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act through the automated quotation system of the Nasdaq National Market or such other market as may be the facilities of any national securities exchange principal market on which the Company's Common Stock is then traded sold, or in any other manner reasonably requested by the Investor, including privately-negotiated transactions; (2b) use its commercially reasonable efforts efforts, subject to receipt of necessary information from the PurchasersInvestor after prompt request from the Company to the Investor to provide such information, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 days as soon as practicable after the Registration Statement is filed by the Company; (3c) use commercially reasonable efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement current and effective until for a period not exceeding the earlier of (i) twenty-four (24) months after the effective date second anniversary of the Registration Statement Closing Date, or (ii) such time as all Shares purchased by such Investor have been sold pursuant to the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effectRegistration Statement; (4d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of Investor such Shares) such reasonable number of copies of the Registration Statement, prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the PurchaserInvestor; provided, however, that the obligation of the Company to deliver copies of prospectuses or preliminary prospectuses to the Purchaser Investor shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Investor that the Purchaser Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses or preliminary prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the PurchaserInvestor; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6) bear all expenses in connection with the procedures in paragraphs (1) through (5) of this Section 8.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.be

Registration Procedures and Expenses. The Company shall: ------------------------------------ (a) The Company shall: (1) as soon as practicable after the Closinguse its best efforts, but in no event later than two (2) weeks following the Closingsubject to receipt of necessary information from Investors, to prepare and file with the Commission Commission, within forty-five (45) days after the Closing Date, a Registration Statement relating on Form S-3 (the "Registration ------------ Statement") to enable the sale of the Conversion Shares by the Purchaser Investor from --------- time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; provided that if Form S-3 is not -------- available for such sale by the Investor as a result of (i) failure of the Company to comply with the reporting requirements of Sections 13 and 15 of the Exchange Act, or (ii) the Company's inclusion of shares of Common Stock in such Registration Statement, the Company shall prepare and file with the Commission a Registration Statement on Form S-1; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the PurchasersInvestor, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 days as promptly as practicable after the Registration Statement is filed by the Company; (3c) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of on which all the Convertible Shares covered by such Registration Statement or have been sold and no shares of Preferred Stock are outstanding, and (ii) the date on which sixth (6th) anniversary of the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effectClosing Date; (4d) furnish to the Purchaser Investor with respect to the Conversion Shares registered under the Registration Statement (and to each underwriter, if any, of such Conversion Shares) such reasonable number of copies of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Conversion Shares by the Purchaser; providedInvestor, however, that and immediately notify the obligation Investor of the Company to deliver copies happening of prospectuses to the Purchaser shall be subject to the receipt by any event of which the Company has knowledge as a result of reasonable assurances from which the Purchaser that prospectus contained in the Purchaser will comply with Registration Statement, as then in effect, contains an untrue statement of material fact or omits to state a material fact required to make the applicable provisions statements therein not misleading in light of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectusescircumstances then existing; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; Investor, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f) use its best efforts to secure the designation and quotation of all the Conversion Shares registered under the Registration Statement on the Nasdaq National Market, if the listing of such Conversion Shares is then permitted under the rules and regulations of such market; (g) provide a transfer agent and registrar, which may be a single entity, for the Conversion Shares not later than sixty (60) days from the Closing Date; and (6h) bear all expenses in connection with the procedures in paragraphs paragraph (1a) through (5g) of this Section 8.1 7.1 and the registration of the Conversion Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser Investor or Other Investors. A questionnaire related to the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred Registration Statement to be completed by the Purchaser or the Other Purchasers, if anyInvestor is attached hereto. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1) shall as soon as practicable after the Closing, but in no event later than two twenty (220) weeks following the Closingdays thereafter, prepare and file with the Commission a registration statement on Form S-3 (or if such form is unavailable to the Company, on such other form deemed appropriate for the registration of the Common Stock by the Commission) (the "Registration Statement") to register the Shares and Warrant Shares (collectively, the "Registrable Shares") for resale by the Purchasers in non-underwritten, market transactions, and shall use its best efforts to cause the Registration Statement relating to the sale of the Shares by the become effective as soon as practicable thereafter. The Company shall, at least three (3) business days before filing such Registration Statement, provide a draft to each Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactionsand its counsel and its agent for review; (2b) use its reasonable efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the The Company of the Commission's willingness to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3) shall promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective such date when either all of the Registration Statement or (ii) the date on which the Registrable Shares may be resold by the Purchasers without registration have been sold pursuant thereto or, by reason of Rule 144(k) of the Commission under the Securities Act or any other rule of similar effect, the Registrable Shares may be sold by the Purchasers in ordinary market transactions without registration and without compliance with of any volume limitations (the "Registration Period"); (4c) The Company shall promptly furnish to the each Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of its agent such Shares) such reasonable number of copies of prospectuses and preliminary prospectuses in conformity with the 8 9 requirements of the Securities Act as such Purchaser or its agent may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the such Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5d) The Company shall promptly file documents required of the Company for normal any required blue sky clearance for the Registrable Shares in such states specified in writing by the Purchasereach Purchaser or its agent; provided, however, that the Company shall not be required to (i) qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and, (ii) subject itself to general taxation in any such jurisdiction, (iii) provide any undertakings that cause the Company undue burden or expense or (iv) make any change in its charter or bylaws; (6e) The Company shall promptly inform each Purchaser and its agent when any stop order has been issued with respect to the Registration Statement and use its commercially practical best efforts to promptly cause such stop order to be withdrawn; (f) The Company shall notify each Purchaser whose Registrable Shares are registered on a Registration Statement and its agent at any time when a prospectus relating to any Registrable Shares covered by such Registration Statement or a Company Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and promptly file such amendments and supplements as may be necessary so that, as thereafter delivered to such Purchasers of such Registrable Shares, such prospectus shall not 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 use its best commercially practical efforts to cause each such amendment and supplement to become effective; (g) The Company shall bear all expenses in connection with the procedures in paragraphs clauses (1a) through (5f) of in this Section 8.1 7.1 and the registration of the Registrable Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred any expenses relating to the sale of the Registrable Shares by the Purchaser Purchasers (including without limitation, broker's commissions, discounts or the Other Purchasers, if any.fees of any nature and transfer taxes or charges of any nature); and (bh) The Company covenants understands that each Purchaser disclaims being an underwriter, but a Purchaser being deemed an underwriter shall not relieve the Company of any obligations it will file has hereunder. A questionnaire related to the reports required Registration Statement to be filed completed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company each Purchaser is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.set forth on Appendix I.

Registration Procedures and Expenses. If and whenever the Company is required by the provisions contained herein to use its reasonable commercial efforts to effect the registration of any of the Shares under the Securities Act, Holder will furnish in writing such information as is reasonably requested by the Company for inclusion in the registration statement relating to such offering and such other information and documentation as the Company shall reasonably request, and the Company will, as expeditiously as possible: (a) The Company shall: (1) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closing, prepare Prepare and file with the Commission the Registration Statement relating SEC a registration statement (including a prospectus therein) with respect to the sale of the Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national such securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2) and use its reasonable commercial efforts subject to receipt of necessary information from the Purchasers, to cause the Commission such registration statement to notify the Company of the Commission's willingness to declare the Registration Statement become and remain effective within 60 days after the Registration Statement is filed by the Company; (3) prepare and file with the Commission for such amendments and supplements to the Registration Statement and the prospectus used in connection therewith period as may be necessary to keep permit the Registration Statement effective until successful marketing of such securities but not exceeding 90 days for an offering pursuant to Section 3.2 hereof; or, with regard to an offering pursuant to Section 3.3 hereof, for the earlier of period associated with the offering which gave rise to rights under Section 3.3; provided that (i) twenty-four if, upon receipt of a registration request pursuant to Section 3.2, the Company is advised in writing setting forth specific reasons (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4) furnish with a copy to the Purchaser with respect person requesting registration pursuant to the Shares registered under the Registration Statement (and to each underwriterthis Section 3.2), if anyby a nationally recognized, of such Shares) such reasonable number of copies of prospectuses in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt independent investment banking firm selected by the Company of reasonable assurances from that, in such firm's opinion, a registration at the Purchaser that time and on the Purchaser will comply with the applicable provisions of the Securities Act terms requested would materially and of such other securities or blue sky laws as may be applicable in connection with adversely affect any use of such prospectuses; (5) file documents required of immediately planned underwritten public equity financing by the Company for normal blue sky clearance in states specified in writing that had been contemplated by the Purchaser; providedCompany prior to receipt of notice requesting registration pursuant to Section 3.2 (a "Transaction Blackout"), however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6) bear all expenses in connection with the procedures in paragraphs (1) through (5) of this Section 8.1 and the effect a registration of the Shares pursuant to Section 3.2 until the Registration Statementearliest to occur of (A) the abandonment of such financing, other than fees and expenses, if any, (B) 90 days after the completion of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.financing,

Registration Procedures and Expenses. The Company shall: ------------------------------------ (a) The Company shall: (1) as soon as practicable within 20 business days after the Closing, but in no event later than two (2) weeks following the ClosingClosing Date, prepare and file with the Commission a registration statement on Form S-3 (the "Registration Statement Statement") relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of on the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-privately- negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the PurchasersPurchaser, to cause the staff of the Commission to notify the Company of the Commissionstaff's willingness to declare grant acceleration of the effective date of the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3c) promptly notify the Purchaser upon the Registration Statement being declared effective by the Commission; (d) provide to the Purchaser any information necessary to permit sale of the Shares under Rule 144 or Rule 144A of the Securities Act. (e) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold in any three-month period by the Purchasers Purchaser without registration and without any restrictions by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4f) promptly furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the -------- ------- obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will shall comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5g) file documents required of the Company for normal blue sky clearance in all states specified in writing by the Purchaserrequiring blue sky clearance; provided, however, that the Company shall not be required -------- ------- to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6h) bear all expenses in connection with the procedures in paragraphs (1a) through (5g) of this Section 8.1 10.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other PurchasersPurchaser, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1i) as soon as practicable after following the Closingfiling of the Definitive Proxy Statement, but but, in no event any event, not later than two seven (27) weeks following days thereafter (the Closing“Filing Date”), prepare and file a Resale Registration Statement with the Commission the Registration Statement relating to the sale register all of the Registrable Shares by on Form S-3 under the Purchaser from time to time through Securities Act (providing for shelf registration of such Registrable Shares under Commission Rule 415). In the automated quotation system event that Form S-3 is not available for the registration of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2) use its reasonable efforts subject to receipt of necessary information from the PurchasersRegistrable Shares, to cause the Commission to notify the Company shall register the resale of the Commission's willingness Registrable Shares on such other form as is available to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3ii) use its commercially reasonable efforts to cause such Resale Registration Statement required by Section 4.15(a)(i) to be declared effective as soon as practicable following the receipt of Stockholder Approval, but no later than ten (10) days following receipt of the Stockholder Approval (or, in the event the Staff reviews and has oral or written comments to the Resale Registration Statement, within forty (40) days following the Filing Date) (the earlier of the foregoing or the applicable date set forth in Section 4.15(vi), the “Effectiveness Deadline”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of such Resale Registration Statement; (iii) prepare and file with the Commission such amendments and supplements to the any Resale Registration Statement Statements and the prospectus used in connection therewith as may be necessary to keep such Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.15(e) below, subject to the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effectCompany’s right to suspend pursuant to Section 4.15(d); (4iv) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of Purchasers such Shares) such reasonable number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of Purchasers; (v) file such other securities or blue sky laws documents as may be applicable in connection with any use of such prospectuses; (5) file documents required of the Company for normal securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by the Purchasers and use its commercially reasonable efforts to maintain such blue sky clearance in states specified in writing by qualifications during the Purchaserperiod the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.15(a)(v) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vi) upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, within three (3) Trading Days following the date of such notification, request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two (2) Trading Days later); (vii) upon notification by the Commission that that the Resale Registration Statement has been declared effective (the date of such notification, the “Effective Date”) by the Commission, file the final prospectus under Rule 424 within the applicable time period prescribed by Rule 424; (viii) advise the Purchasers promptly, and in any event within twenty-four (24) hours of (A) the effectiveness of the Resale Registration Statement or any post-effective amendments thereto, (B) any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto, (C) the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes and (D) the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (ix) cause all Registrable Shares to be listed on each securities exchange on which equity securities by the Company are then listed, if any; and (6x) bear all expenses in connection with the procedures in paragraphs (1i) through (5ix) of this Section 8.1 4.15(a) and the registration of the Registrable Shares pursuant to the on such Resale Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act Statement and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation satisfaction of the exemptions provided by (i) Rule 144 under the Securities Act, as blue sky laws of such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirementsstates.

Registration Procedures and Expenses. USSC shall; (a) The Company shall: (1) file with the SEC as soon as reasonably practicable after a shelf registration statement under the Closing, but in no event later than two (2) weeks following Act on Form S-3 or on another form which is appropriate to register the Closing, prepare and file with the Commission the Registration Statement relating to the sale resale of the Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's USSC Common Stock is then traded or in privately-negotiated transactionspursuant to Rule 415 under the Act; (2b) use its commercially reasonable efforts best efforts, subject to receipt of necessary information from and as to the PurchasersShareholders, to cause the Commission to notify the Company of the Commission's willingness to declare the such Registration Statement to become effective within 60 days as promptly after the Registration Statement is filed by the Companyfiling as practicable; (3c) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the prospectus used in connection therewith and take such other steps as may be necessary to keep the such Registration Statement continuously effective (and current in all material respects subject to Section 6.02) until the earlier to occur of (i) twenty-four (24) months after such time as all the effective date of the Registration Statement USSC Common Stock has been sold pursuant thereto or otherwise, or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of all Shareholders are permitted to publicly resell such USSC Common Stock under Rule 144(k) under the Securities Act Act, as the same may be amended from time to time, or any other rule successor regulation or comparable provision under the Act relating to the resale of similar effectrestricted or Rule 145(a) securities; (4d) prior to the filing with the SEC of a Registration Statement, including any amendments or supplements thereto, provide the Shareholders' Agent, and one counsel for the Shareholders, the reasonable opportunity to participate in the preparation of such Registration Statement; (e) furnish to the Purchaser Shareholders' Agent with respect to the Shares USSC Common Stock registered under on the Registration Statement (and to each sales or placement agent or each underwriter, if any, of such SharesUSSC Common Stock) copies of the Registration Statement and any amendments or supplements thereto, and such reasonable number of copies of prospectuses and any amendments or supplement thereto in conformity with the requirements of the Act as the Shareholders' Agent may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares USSC Common Stock by the PurchaserShareholders; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser Shareholders' Agent on behalf of the Shareholders shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Shareholders' Agent and/or the Shareholders that the Purchaser Shareholders will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5f) file documents required promptly notify the Shareholders' Agent (A) when such Registration Statement, any prospectus included therein or any amendment or supplement to any of the Company for normal blue sky clearance in states specified in writing foregoing has been filed and, with respect to such Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any comments which may relate to the Shareholders by the Purchaser; providedSEC or any request by the SEC for amendments or supplements to such Registration Statement or prospectus or for additional information, however(C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceedings for that purpose, that or (D) of the receipt by the Company shall not be required of any notification with respect to qualify to do business or consent to service the suspension of process the qualification of the USSC Common Stock for sale in any jurisdiction in which it is not now so qualified or has not so consented; andthe initiation or threatening of any proceeding for such purpose; (6g) bear all expenses in connection cooperate with the procedures in paragraphs (1) through (5) Shareholders to facilitate the timely preparation and delivery of this Section 8.1 and the registration of the Shares pursuant to certificates representing USSC Common Stock sold under the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is which certificates shall not required to file such reports, it will, upon the request of bear any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.restrictive legends;

Registration Procedures and Expenses. (a) The If and whenever the Company shallis required by the provisions of the Section 1(a) to use its best efforts to effect the registration of the Registrable Shares under the 1933 Act, the Company will, as expeditiously as possible: (1i) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closing, prepare and file with the Commission a Registration Statement with respect to such securities and use its best efforts to cause such Registration Statement to become and remain effective during the term of this Agreement. Notwithstanding anything contained herein, the Company does not and cannot guarantee that the Registration Statement relating will become effective or remain effective during the entire term of this Agreement or that the shareholder will be able to resell the sale of the Registrable Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of at any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2) use its reasonable efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare price even if the Registration Statement effective within 60 days after becomes and remains effective; and (b) If and whenever the Registration Statement Company is filed required by the Company;provisions of Section 1(b) to use its best efforts to effect the registration of the Registrable Shares under the 1933 Act, the Company will, as expeditiously as possible: (3i) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep the such Registration Statement effective until for a six month period from the earlier of (i) twenty-four (24) months after the effective date of effectiveness and to comply with the Registration Statement or (ii) provisions of the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities 1933 Act or any other rule of similar effect; (4) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses in order to facilitate the public sale or other disposition of all securities covered by such Registration Statement; (ii) use its best efforts to register or any of qualify the Shares securities covered by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such Registration Statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as each seller of the securities being sold by such seller shall request, and do any and all other acts and things which may be applicable necessary or advisable to enable such seller to consummate the public sale or other disposition in connection with any use of such prospectuses; (5) file documents required jurisdictions of the Company for normal blue sky clearance in states specified in writing securities owned by the Purchaser; such seller, provided, however, that the Company shall not be required to register or qualify to do business or consent to service of process the securities in any jurisdiction in which it is not now so qualified jurisdictions where such registration or has not so consented; and (6) bear all expenses in connection with the procedures in paragraphs (1) through (5) of this Section 8.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if qualification would require the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.to

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closingpracticable, prepare and file with the Commission the Registration Statement on Form S-3 relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of on the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 75 days after the Registration Statement is filed by the Company; (3c) promptly prepare and file with the Commission (and provide notice to the Purchaser of any such filing) such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months two years after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses;Purchaser (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) . The Company covenants understands that the Purchaser disclaims being an underwriter, but the Purchaser being deemed an underwriter shall not relieve the Company of any obligations it will file has hereunder. A draft of the reports required proposed form of the Registration Statement has been included as an exhibit to the Offering Memorandum and a questionnaire related thereto to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted completed by the Commission thereunder (or, if the Company Purchaser is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action attached hereto as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.Appendix I.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closing, prepare and file with the Commission SEC, within 30 days after the Closing Date, a registration statement on Form S-3 (the "Registration Statement relating Statement"), to enable the sale resale of the Shares by the Purchaser Investors from time to time through the automated quotation system of the Nasdaq National Stock Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the PurchasersInvestors, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 as soon as practicable, but in no event later than 120 days after the Registration Statement is filed by the CompanyClosing Date; (3c) use its reasonable best efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep the Registration Statement current and effective until for a period not exceeding, with respect to each Investor's Shares purchased hereunder, the earlier of (i) twenty-four (24) months after the effective date second anniversary of the Registration Statement or Closing Date, (ii) the date on which the Investor may sell all Shares may be resold then held by the Purchasers Investor without registration restriction by reason the volume limitations of Rule 144(k144(e) under of the Securities Act Act, or any other rule of similar effect(iii) such time as all Shares purchased by such Investor in this Offering have been sold pursuant to a registration statement; (4d) furnish to the Purchaser Investor with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses the Registration Statement, Prospectuses and Preliminary Prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; Investor, provided, however, that the obligation of the Company to deliver copies of prospectuses Prospectuses or Preliminary Prospectuses to the Purchaser Investor shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Investor that the Purchaser Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectusesProspectuses or Preliminary Prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; Investor, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6f) bear all expenses in connection with the procedures in paragraphs paragraph (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement; and (g) advise the Investors, other than fees and expenses, if any, promptly after it shall receive notice or obtain knowledge of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred issuance of any stop order by the Purchaser SEC delaying or suspending the Other Purchasers, effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if anysuch stop order should be issued. (bh) The With a view to making available to the Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investor to sell Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Investor's Shares may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investor's Shares shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to the Investor upon request, as long as the Investor owns any Shares, (A) a written statement by the Company that it will file has complied with the reports required to be filed by it under reporting requirements of the Securities Act and the Exchange Act Act, (B) a copy of the Company's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the rules and regulations adopted Investor of any rule or regulation of the SEC that permits the selling of any such Shares without registration. The Company understands that the Investor disclaims being an underwriter, but the Investor being deemed an underwriter by the Commission thereunder (orSEC shall not relieve the Company of any obligations it has hereunder, provided, however, that if the Company receives notification from the SEC that the Investor is not required deemed an underwriter, then the period by which the Company is obligated to file such reports, it will, upon the submit an acceleration request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time SEC shall be extended to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation earlier of the exemptions provided by (i) Rule 144 under the Securities Act, as 90th day after such rule may be amended from time to timeSEC notification, or (ii) any similar rule or regulation hereafter adopted by 150 days after the Commission. Upon initial filing of the request of any Purchaser, Registration Statement with the Company will deliver to such holder a written statement as to whether it has complied with such requirementsSEC.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closingreasonably practicable, but in no event later than two ten (210) weeks business days following the ClosingClosing Date, prepare and file with the Commission the Registration Statement on Form S-3 relating to the sale of the Shares by the Purchaser and the Other Purchasers from time to time through the automated quotation system of on the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 days after the Closing Date if the Registration Statement is filed not reviewed by the CompanyCommission and within 90 days after the Closing Date if the Registration Statement is reviewed by the Commission (each such date, the “Required Effective Date”); (3c) use its best efforts to promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier earliest of (i) twenty-four (24) months two years after the effective date of the Registration Statement Statement, or (ii) the date on which such time as the Shares may be resold become eligible for resale by the Purchasers without registration by reason of non-affiliates pursuant to Rule 144(k) under the Securities Act or any other rule of similar effect1933, as amended; (4d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file documents required of the Company for normal blue sky Blue Sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any.; (bg) The Company covenants that it will file a Form D with respect to the reports Shares as required under Regulation D and to be filed provide a copy thereof to the Purchaser promptly after filing; (h) issue a press release describing the transactions contemplated by it under this Agreement on the Securities Act Closing Date; and (i) make available, while the Registration Statement is effective and the Exchange Act and the rules and regulations adopted by the Commission thereunder (oravailable for resale, if the Company is not required to file such reportsits Chief Executive Officer, it will, upon the request of any Purchaser, make publicly available other information)Chief Financial Officer, and it will take such further action as any Chief Administrative Officer for questions regarding information which the Purchaser may reasonably requestrequest in order to fulfill any due diligence obligation on its part; provided however, all to that such information may not include material, non-public information. The Company understands that the extent required from time to time to enable such Purchaser to sell disclaims being an underwriter, but the Shares without registration under Purchaser being deemed an underwriter shall not relieve the Securities Act within the limitation Company of any obligations it has hereunder. A draft of the exemptions provided by (i) Rule 144 under proposed form of the Securities Act, as such rule may Registration Statement is included in the Private Placement Memorandum and a questionnaire related thereto to be amended from time to time, or (ii) any similar rule or regulation hereafter adopted completed by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement Purchaser is attached hereto as to whether it has complied with such requirements.Appendix I.

Registration Procedures and Expenses. The Company shall: ----------------------------------------- (a) The Company shall: (1) as soon as practicable after the Closing, but in no event later than two (2) weeks promptly following the ClosingClosing Date, prepare and file with the Commission the Registration Statement relating to on Form S-3 for the sale of the Shares by the Purchaser Purchasers from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded NASDAQ or in privately-negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the Purchasers, to cause the Registration Statement to become effective after it has been filed with the Commission (the Registration Statement, at the time it becomes effective, shall comply as to notify form in all material respects with the Company applicable requirements of the Securities Act and the General Rules and Regulations of the Commission's willingness to declare , and at such time neither the Registration Statement effective within 60 days after nor the prospectus included therein shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that the Company makes no representations or warranties as to any statement made in the Registration Statement is filed or the prospectus included therein in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Purchaser, specifically for use in connection with the Companypreparation of the Registration Statement and such prospectus); (3c) prepare and file with the Commission with all reasonable speed under the circumstances such amendments and supplements to the Registration Statement and the prospectus used in connection therewith and such reports as may be necessary required to be filed pursuant to the Exchange Act to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which all the Shares have been sold pursuant thereto; provided, however, that the Company may postpone the filing of any such amendment, supplement or report for a reasonable period of time, not to exceed ninety days, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith, and so notifies the Purchasers, that such disclosure would have a material adverse effect on the Company, and provided, further, that the Company shall be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or entitled to give such notice only one in any other rule of similar effect365-day period; (4d) furnish to the each Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent subject itself to service of process taxation in any jurisdiction in which it is not now so qualified or has not so consentedsubjected; (f) at the request of a Purchaser following the effectiveness of the Registration Statement and upon delivery of certificates representing Shares which bear the restrictive legend referred to in Section 5.1(ii), cause to be issued new certificates free of any such legend; and (6g) bear all expenses in connection with the procedures in paragraphs (1a) through (5f) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, expenses if any, of counsel or other advisers to the Purchaser or Purchaser. The Company's obligations under 7.1 shall terminate three (3) years after the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if anyClosing Date. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1a) subject to receipt of necessary information from the Investors, prepare and file with the SEC, as soon as practicable after the Closingpracticable, but in no event later than two five (25) weeks following business days after the ClosingClosing Date, prepare and file with a registration statement on Form S-3 (the Commission "Registration Statement") to enable the Registration Statement relating to the sale resale of the Shares by the Purchaser Investors from time to time through the automated quotation system of the Nasdaq National Stock Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts efforts, subject to receipt of necessary information from the PurchasersInvestors, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 as soon as practicable, but in no event later than sixty (60) days after the Registration Statement is filed by the Company; (3c) use its reasonable efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep the Registration Statement current and effective until for a period not exceeding, with respect to each Investor's Shares purchased hereunder, the earlier of (i) twenty-four (24) months after the effective date second anniversary of the Registration Statement or Closing Date, (ii) the date on which the Investor may sell all Shares may be resold then held by the Purchasers Investor without registration restriction by reason the volume limitations of Rule 144(k144(e) under of the Securities Act or any other rule of similar effect(iii) such time as all Shares purchased by such Investor in this Offering have been sold pursuant to a registration statement; (4d) furnish to the Purchaser Investor with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses the Registration Statement, Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the Securities Exchange Commission ("Preliminary Prospectuses") in conformity with the requirements of the Securities Act and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; Investor, provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of prospectuses Prospectuses or Preliminary Prospectuses to the Purchaser Investor shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Investor that the Purchaser Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectusesProspectuses or Preliminary Prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states reasonably specified in writing by the Purchaser; Investor prior to the effectiveness of the Registration Statement, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6f) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraphs paragraph (1a) through (5e) of this Section 8.1 6.1 and the registration of the Shares pursuant to the Registration Statement; and (g) advise the Investors, other than fees and expenses, if any, promptly after it shall receive notice or obtain knowledge of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred issuance of any stop order by the Purchaser SEC delaying or suspending the Other Purchasers, effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if anysuch stop order should be issued. (bh) The With a view to making available to the Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investor to sell Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Investor's Shares may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investor's Shares shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to the Investor upon request, as long as the Investor owns any Shares, (A) a written statement by the Company that it will file has complied with the reports required to be filed by it under reporting requirements of the Securities Act and the Exchange Act Act, (B) a copy of the Company's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request Investor of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted of the SEC that permits the selling of any such Shares without registration. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 6.1 that the Investor shall furnish to the Company such information regarding itself, the Shares to be sold by Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Shares. The Company understands that the Investor disclaims being an underwriter, but the Investor being deemed an underwriter by the Commission. Upon SEC shall not relieve the request Company of any Purchaser, the Company will deliver to such holder a written statement as to whether obligations it has complied with such requirementshereunder.

Registration Procedures and Expenses. (a) The Company shallIf and whenever CU is required by the provisions of this Article III to use its best efforts to effect the registration of any of the Restricted Stock under the Securities Act (or any successor federal securities law), Home and its Affiliates (including the underwriters in the case of a registration of Underlying Shares) (individually referred to as a "selling holder" or "holder" and collectively referred to as "selling holders" or "holders") will furnish in writing such information as is reasonably requested by CU for inclusion in the registration statement relating to such offering and such other information and documentation as CU shall reasonably request, and CU will, as expeditiously as possible: (1) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closing, prepare and file with the Commission the Registration Statement relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2) use its reasonable efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3i) prepare and file with the Commission SEC or any other federal agency at the time administering the Securities Act (or a successor federal securities law) a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for such period as may be necessary to permit the successful marketing of such securities, but not exceeding 90 days; (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement 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 Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date provisions of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effectAct; (4iii) furnish to the Purchaser with respect to the Shares each selling holder of Restricted Stock being registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses a prospectus and preliminary prospectus in conformity with the requirements of the Securities Act (or any successor federal securities law), and such other C-13 95 documents as such seller may reasonably request in order to facilitate the public sale or other disposition of all the Restricted Stock being registered owned by such seller; (iv) furnish, at the request of any holder or any holders of securities being registered pursuant to this Article III, on the date that such securities are delivered to the underwriters for sale pursuant to such registration or if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective (A) an opinion dated such date of independent counsel representing CU for the purposes of such registration, addressed to the underwriters, if any, and to the holder or holders making such request, stating that such registration statement has become effective under the Securities Act (or such successor law) and that (a) to the best of the Shares by knowledge of such counsel, no stop order suspending the Purchasereffectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act (or such successor federal securities law); provided(b) the registration statement, however, that the obligation of the Company related prospectus and each amendment or supplement thereto comply as to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply form in all material respects with the applicable provisions requirements of the Securities Act (or such successor law) and the applicable rules and regulations of the SEC thereunder, except that such counsel need express no opinion as to financial information or information provided by selling holders contained therein; (c) such counsel (subject to such customary limitation on the scope of their investigation as shall be set forth in such opinion) has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading except that such counsel need express no opinion as to financial information or information provided by selling holders contained therein; (d) the descriptions in the registration statement and in the prospectus, or any amendment or supplement thereto, of all legal and governmental matters and all contracts and other legal documents or instruments are accurate and fairly present the information required to be shown; and (e) such counsel does not know of any legal or governmental proceedings, pending or contemplated, required to be described in the registration statement or prospectus, or any amendment or supplement thereto, or to be filed as exhibits to the registration statement which are not described and filed as required; and (B) a letter dated such date, from the independent certified public accountants of CU, addressed to the underwriters, if any, and to the holder or holders by or on behalf of whom a request is made, stating that they are independent certified public accountants within the meaning of the Securities Act (or such successor law) and that in the opinion of such accountants the financial statements and other financial data of CU included in the registration statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act (or such successor law). Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to the period ending not more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the holder of Restricted Stock being registered may reasonably request; (v) use its best efforts to register or qualify the Restricted Stock covered by such registration statement under such other securities or blue sky laws of such C-14 96 jurisdictions as each such selling holder of such Restricted Stock shall reasonably request and do any and all other acts and things which may be necessary or reasonably desirable to enable such seller to consummate the public sale or other disposition in such jurisdictions as may be applicable in connection with any use of requested by such prospectuses; (5) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaserseller; provided, however, that the Company CU shall not be required have no obligation to qualify to do business in any jurisdiction or to file a general consent to service of process in any jurisdiction jurisdiction; (vi) notify each selling holder of Restricted Stock covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act (or any successor Federal securities law), of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (vii) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which it earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; (viii) provide a transfer agent and registrar for all Restricted Stock covered by such registration statement not later than the effective date of such registration statement; (ix) use its best efforts to list all Common Stock covered by such registration statement on each securities exchange, if any, on which any of the Common Stock is not now then listed (unless such Common Stock is already so qualified listed) if such listing is then permitted under the rules of such exchange or has not so consentedwith the NASDAQ, National Market System; and (6x) bear all expenses in connection with the procedures in paragraphs (1) through (5) of this Section 8.1 and the registration of the Shares pursuant undertake to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action actions as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted reasonably requested by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirementsunderwriters.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closingreasonably practicable, but in no event later than two (2) weeks 30 days following the ClosingClosing Date (the “Filing Date”), prepare and file with the Commission the Registration Statement on Form S-1 or Form SB-2 relating to the sale of the Conversion Shares by the Purchaser and the Other Purchasers from time to time through in the automated quotation system over-the-counter market as reported by Pink Sheets, LLC (or any similar organization or agency succeeding to its functions of the Nasdaq National Market reporting prices) or the facilities of any national securities exchange Trading Market on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 150 days after the Registration Statement is filed by Closing Date (the Company“Required Effective Date”); (3c) use its best efforts to promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier earliest of (i) twenty-four (24) months two years after the effective date of the Registration Statement or Statement, (ii) the date on which all Conversion Shares are sold pursuant to the Registration Statement, or (iii) such time as the Conversion Shares may be resold become eligible for resale by the Purchasers without registration by reason of non-affiliates pursuant to Rule 144(k) under the Securities Act or any other rule of similar effect1933, as amended; (4d) furnish to the Purchaser with respect to the Conversion Shares registered under the Registration Statement (and to each underwriter, if any, of such Conversion Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Conversion Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file documents required of the Company for normal blue sky Blue Sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 7.1 and the registration of the Conversion Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any.; (bg) The Company covenants that it will file a Form D with respect to the reports Shares as required under Regulation D and to provide a copy thereof to the Purchaser promptly after filing; (h) issue a press release or a Current Report on Form 8-K as may be filed by it required under the Securities Act and the Exchange Act describing the transactions contemplated by this Agreement and the rules Restructuring Documents on the Closing Date; and (i) make available, while the Registration Statement is effective and regulations adopted by the Commission thereunder (oravailable for resale, if the Company is not required to file such reportsits Chief Executive Officer, it will, upon the request of any Purchaser, make publicly available other information)Chief Financial Officer, and it will take such further action as any Chief Administrative Officer for questions regarding information which the Purchaser may reasonably requestrequest in order to fulfill any due diligence obligation on its part. The Company understands that the Purchaser disclaims being an underwriter, all but the Purchaser being deemed an underwriter shall not relieve the Company of any obligations it has hereunder. A questionnaire related to the extent required from time Registration Statement to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted completed by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement Purchaser is attached hereto as to whether it has complied with such requirements.Appendix I.

Registration Procedures and Expenses. n (a) The Company shall: (1) as soon as practicable after the Closing, but in no event later than two (2) weeks 10 Business Days following the Closing, prepare and file with the Commission the Registration Statement relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's ’s Common Stock is then traded or in privately-negotiated transactions; (2) use its reasonable best efforts subject to receipt of necessary information from the Purchasers, to cause cooperate with the Commission in any review process prior to notify the Company of the Commission's willingness to declare its declaring the Registration Statement effective within 60 days after and notify the Purchasers promptly upon the Registration Statement is filed or any post-effective amendment thereto being declared effective by the CompanyCommission; (3) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith and take any other action as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible moment; (5) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (56) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6) bear all expenses in connection with the procedures in paragraphs (1) through (5) of this Section 8.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall:: ------------------------------------ (1a) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closingpracticable, prepare and file with the Commission the Registration Statement on Form S-3 relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of on the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts efforts, subject to receipt of necessary information from the Purchasers, to cause the staff of the Commission to notify the Company of the Commissionstaff's willingness to declare the Registration Statement effective within 60 75 days after the Registration Statement is filed by the Company; (3c) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months two years after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. The Company shall: ------------------------------------ (a) The Company shall: (1) as soon as practicable within 30 business days after the Closing, but in no event later than two (2) weeks following the ClosingClosing Date, prepare and file with the Commission a registration statement on Form S-3 (the "Registration Statement Statement") relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of on the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the PurchasersPurchaser, to cause the staff of the Commission to notify the Company of the Commissionstaff's willingness to declare grant acceleration of the effective date of the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3c) promptly notify the Purchaser upon the Registration Statement being declared effective by the Commission; (d) provide to the Purchaser any information necessary to permit sale of the Shares under Rule 144 or Rule 144A of the Securities Act. (e) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold in any three-month period by the Purchasers Purchaser without registration and without any restrictions by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4f) promptly furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the -------- ------- obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will shall comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5g) file documents required of the Company for normal blue sky clearance in all states specified in writing by the Purchaserrequiring blue sky clearance; provided, however, that the Company shall not be required -------- ------- to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6h) bear all expenses in connection with the procedures in paragraphs (1a) through (5g) of this Section 8.1 10.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other PurchasersPurchaser, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after use its best efforts, subject to receipt of necessary information from the ClosingInvestor, but in no event later than two (2) weeks following the Closing, to prepare and file with the Commission SEC, within ten (10) business days of the Pricing Date, a Registration Statement relating on Form S-3 (the "Registration Statement") to enable the sale of the Shares Stock by the Purchaser Investor from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the PurchasersInvestor, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 90 days after the Registration Statement is filed by the Company; (3c) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until for a period not exceeding, with respect to each Investor's shares purchased hereunder, the earlier of (i) twenty-four (24) months after the effective date second anniversary of the Registration Statement or Closing Date, (ii) such time after the date on which first anniversary of the Shares may be resold Closing Date when such Investor's shares of Stock purchased hereunder and then owned by such Investor represent no more than one percent of the Purchasers without Company's outstanding Common Stock, or (iii) such time as all shares purchased by such Investor in this offering have been sold pursuant to a registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect;statement. (4d) furnish to the Purchaser Investor with respect to the Shares Stock registered under the Registration Statement (and to each underwriter, if any, of such SharesStock) such reasonable number of copies of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares Stock by the Purchaser; Investor, provided, however, that the obligation of the Company to deliver copies of prospectuses or preliminary prospectuses to the Purchaser Investor shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Investor that the Purchaser Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses or preliminary prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the PurchaserInvestor; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6f) bear all expenses in connection with the procedures in paragraphs paragraph (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares Stock pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) Investor. The Company covenants understands that it will file the reports required to be filed by it under Investor disclaims being an underwriter, but the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if Investor being deemed an underwriter shall not relieve the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether obligations it has complied with such requirementshereunder.

Registration Procedures and Expenses. If and whenever the Company is required by the provisions of this paragraph 5 to use its best efforts to effect the registration of any of the Restricted Securities under the Act, each selling shareholder will furnish in writing such information as is reasonably requested by the Company for inclusion in the registration statement relating to such offering and such other information and documentation as the Company shall reasonably request, and the Company will, as expeditiously as possible: (a) The Company shall: (1) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closing, prepare Prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for such period as may be necessary to permit the Registration Statement relating successful marketing of such securities but not exceeding ninety (90) days for a firm commitment underwritten offering pursuant to paragraph 5.3(a) hereof; six (6) months for an offering pursuant to paragraph 5.3(b) hereof; or, with regard to an offering pursuant to paragraph 5.4 hereof, ninety (90) days or for that period associated with the sale of the Shares by the Purchaser from time offering which gave rise to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock rights under paragraph 5.4 hereof, whichever is then traded or in privately-negotiated transactions;longer. (2b) use its reasonable efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3) prepare Prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith as may be necessary to keep comply with the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date provisions of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without Act; and to keep such registration by reason statement effective for that period of Rule 144(k) under the Securities Act or any other rule of similar effect;time specified in paragraph 5.5(a). (4c) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and Furnish to each underwriter, if any, of selling shareholder such Shares) such reasonable number of copies prospectuses and preliminary prospectuses in conformity with the requirements of prospectuses the Act and such other documents as such seller may reasonably request in order to facilitate the public sale or other disposition of the Restricted Securities owned by such seller; (d) If the Company is required by the underwriter(s), if any, of the securities registered in a registration under this paragraph 5 to deliver an opinion of counsel to such underwriter(s) in connection with such registration, and if requested by any holder(s) of Restricted Securities participating in such registration, furnish such opinion to such holder(s) on the day of delivery to the underwriter(s), addressed to such underwriter(s) and to such holder(s), containing substantially the following provisions: (i) that the registration statement covering such registration of securities has become effective under the Act; (ii) that, to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Act; (iii) that at the time the registration statement became effective, the registration statement and the related prospectus complied as to form in all material respects with the requirements of the Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and related schedules contained therein); (iv) that while such counsel has not independently verified the accuracy or completeness of the information contained therein, such counsel has no reason to believe that the registration statement at the time it became effective or the prospectus contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (v) that the descriptions in the registration statement and the prospectus, and any amendments or supplements thereto, of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate and fairly present the information required to be stated therein concerning such matters, contracts, documents and instruments; and (vi) that such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus, or any amendment or supplement thereto, which are not described as required, nor of any contracts or documents or instruments of a character required to be described in the registration statement or prospectus, or any amendment or supplement thereto, or to be filed as exhibits to the registration statement which are not described or filed as required. Such opinion shall be in such form as is customary for similar opinions delivered by such counsel so long as such form is acceptable to the underwriter(s). (e) If the Company is required by the underwriter(s), if any, of the Shares by securities registered in a registration under this paragraph 5 to deliver a letter from the Purchaser; provided, however, that the obligation independent certified public accountants of the Company to deliver copies such underwriter(s) in connection with such registration, and if requested by any holder(s) of prospectuses Restricted Securities participating in such registration, furnish such letter to such holder(s) on the day of delivery to the Purchaser shall be subject underwriter(s), addressed to such underwriter(s) and to such holder(s), providing substantially that such accountants are independent certified public accountants within the receipt by meaning of the Act and that in the opinion of such accountants, the financial statements and other financial data of the Company of reasonable assurances from included in the Purchaser that registration statement and the Purchaser will prospectus, any amendment or supplement thereto, comply as to form in all material respects with the applicable provisions accounting requirements of the Act, and such other matters as are customary in connection with public offerings. (f) Use its best efforts to register or qualify the Restricted Securities Act and of covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each such selling stockholder shall reasonably request and do any and all other acts and things which may be necessary or desirable to enable such seller to consummate the public sale or other disposition in such jurisdiction of the Restricted Securities owned by such seller. (a) only and the expense of any special audits incident to or required by any registrations (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company) are herein called Registration Expenses; and all underwriting discounts and selling commissions applicable to the sales and all other fees and disbursements of counsel for the selling stockholders are herein called Selling Expenses. The Company will pay all Registration Expenses in connection with each registration pursuant to paragraphs 5.3 and 5.4, except as may be applicable required to update any registration statement kept effective for more than the period of time required by paragraph 5.5(a). All Selling Expenses in connection with any use of such prospectuses; (5) file documents required of each registration pursuant to paragraphs 5.3 and 5.4 shall be borne by the Company and the selling stockholders pro rata in proportion to the securities covered thereby being sold by them, except for normal blue sky clearance the aforementioned fees and disbursements of counsel for the selling shareholders, which expense shall be borne solely by such shareholders. In the event holders of Restricted Securities propose to sell Restricted Securities in states specified in writing by the Purchaser; providedaccordance with this paragraph 5 pursuant to an underwritten offering, however, that the Company shall have the right to approve the managing underwriter(s) for such offering; PROVIDED, HOWEVER, that such approval shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6) bear all expenses in connection with the procedures in paragraphs (1) through (5) of this Section 8.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if anyunreasonably withheld. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closinguse its best efforts, but in no event later than two (2) weeks following the Closingsubject to receipt of necessary information from Investors, to prepare and file with the Commission Commission, within five (5) business days of the Pricing Date, a Registration Statement relating on Form S-3 (the "Registration Statement") to enable the sale of the Shares Stock by the Purchaser Investor from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the PurchasersInvestor, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 90 days after the Registration Statement is filed by the Company; (3c) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until for a period not exceeding, with respect to each Investor's shares purchased hereunder, the earlier of (i) twenty-four (24) months after the effective date second anniversary of the Registration Statement or Closing Date, (ii) such time after the date on which first anniversary of the Shares may be resold Closing Date when such Investor's shares of Stock purchased hereunder and then owned by such Investor represent no more than one percent of the Purchasers without Company's outstanding Common Stock, or (iii) such time as all shares purchased by such Investor in this offering have been sold pursuant to a registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect;statement. (4d) furnish to the Purchaser Investor with respect to the Shares Stock registered under the Registration Statement (and to each underwriter, if any, of such SharesStock) such reasonable number of copies of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares Stock by the Purchaser; Investor, provided, however, that the obligation of the Company to deliver copies of prospectuses or preliminary prospectuses to the Purchaser Investor shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Investor that the Purchaser Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses or preliminary prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; Investor, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6f) bear all expenses in connection with the procedures in paragraphs paragraph (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares Stock pursuant to the Registration ton Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser Investor or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) Investors. The Company covenants understands that it will file the reports required to be filed by it under Investor disclaims being an underwriter, but the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if Investor being deemed an underwriter shall not relieve the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether obligations it has complied with such requirementshereunder.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closingpracticable, prepare and file with the Commission the Registration Statement on Form S-3 relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of the The Nasdaq National Stock Market or the facilities of any national securities exchange on which the Company's Common Stock common stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3c) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; ; (4d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, howeverPROVIDED, HOWEVER, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6) bear all expenses in connection with the procedures in paragraphs (1) through (5) of this Section 8.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1a) subject to receipt of necessary information from the Investor, as soon promptly as practicable after the Closingpracticable, but in no event later than two (2) weeks following thirty days after the date of the Initial Closing, prepare and file with the Commission the Registration Statement Statement, which shall be on Form S-3 (except if the Company is not then eligible to register for resale, in which case such registration shall be on another appropriate form), relating to the sale of the Shares by the Purchaser Investor from time to time through the automated quotation system of on the Nasdaq National Stock Market or the facilities of any national securities exchange on market of which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts efforts, subject to receipt of necessary information from the PurchasersInvestor, to cause the Commission to notify the Company of the Commission's ’s willingness to declare the Registration Statement effective within 60 days as soon as practicable after the Registration Statement is filed by the Company; (3c) promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months two years after the effective date of the Registration Statement or Statement; (ii) the date on which the Shares may be resold by the Purchasers Investor without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect;; or (iii) such time as all Shares purchased by Investor under this Agreement have been sold. (4d) furnish to the Purchaser Investor with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectusesInvestor; (5e) file documents required of the Company for normal blue sky clearance in up to two states specified in writing by the PurchaserInvestor; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f) notify the Investor on the day that the Registration Statement is declared effective; (g) notify the Investor, at the time when a prospectus relating to the Shares is required to be delivered under the Securities Act, on the day of the happening of any event as a result of which the prospectus included in the Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements in the prospectus not misleading; and, at the request of any Investor, prepare a supplement or amendment to the prospectus so that, when delivered to a purchaser of the Shares, the prospectus, as supplemented or amended, does not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements in the prospectus not misleading, and notify the Investor on the day of the filing of such supplement or amendment; (h) cause all such Shares to be listed on the Nasdaq Stock Market or listed on any other market on which the Company’s shares of common stock are traded; (i) make available for inspection by Investor, any underwriter participating in any disposition pursuant to the Registration Statement and any attorney, account or other agent retained by any Investor or any such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, employees and independent accountants to supply all information reasonably requested by any Investor or any such underwriter, attorney, accountant or agent in connection with the Registration Statement; (j) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in the Registration Statement for sale in any jurisdiction, notify Investor on the day of such issuance, use its best efforts promptly to obtain the withdrawal of such order, and notify Investor on the day of such withdrawal; and (6k) bear all expenses in connection with the procedures in paragraphs (1a) through (5j) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers Investor or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other PurchasersInvestor, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closing, use its efforts to prepare and file with the Commission SEC, within twenty (20) days after the Closing Date, a registration statement (the "Registration Statement relating Statement") to enable the sale resale of the Shares by the Purchaser Investor from time to time through the automated quotation system of the Nasdaq National Small Cap Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable best efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 *** (***) days after the Registration Statement is filed by the Company; (3c) use its best efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the any prospectus used in connection therewith (a "Prospectus") as may be necessary to keep the Registration Statement current and effective until for a period not exceeding, with respect to the Shares, the earlier of (i) twenty-four (24) months after the effective date second anniversary of the Registration Statement or Closing Date, (ii) the date on which the Investor may sell all Shares may be resold then held by the Purchasers Investor without registration restriction by reason the volume limitations of Rule 144(k144(e) under of the Securities Act Act, or any other rule of similar effect(iii) such time as all Shares have been sold pursuant to the Registration Statement; (4d) furnish to the Purchaser Investor with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses the Registration Statement, Prospectuses and Preliminary Prospectuses in conformity with the requirements of the Securities Act and such other ***Confidential treatment has been requested pursuant to Rule 406 of the Securities Act of 1933, as amended. Omitted portions have been filed separately with the Securities and Exchange Commission. documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition Disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectusesInvestor; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the PurchaserInvestor; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6f) bear all expenses in connection with the procedures in paragraphs paragraph (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement; and (g) advise the Investor, other than fees and expenses, if any, promptly after it shall receive notice or obtain knowledge of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred issuance of any stop order by the Purchaser SEC delaying or suspending the Other Purchasers, effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose; and it will promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if any. (b) such stop order should be issued. The Company covenants understands that it will file the reports required to be filed by it under Investor disclaims being an underwriter, but the Securities Act and the Exchange Act and the rules and regulations adopted Investor being deemed an underwriter by the Commission thereunder (orSEC shall not relieve the Company of any obligations it has hereunder; provided, however that if the Company receives notification from the SEC that the Investor is not required to file such reportsdeemed an underwriter, it will, upon then the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all ninety day period provided in Section 7.1(b) shall be extended to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation earlier of the exemptions provided by (i) Rule 144 under the Securities Act, as *** (***) day after such rule may be amended from time to timeSEC notification, or (ii) any similar rule or regulation hereafter adopted by *** (***) days after the Commission. Upon initial filing of the request of any Purchaser, Registration Statement with the Company will deliver to such holder a written statement as to whether it has complied with such requirementsSEC.

Registration Procedures and Expenses. The Company shall: ------------------------------------ (a) The Company shall: (1) as soon as practicable within 25 business days after the Closing, but in no event later than two (2) weeks following the ClosingClosing Date, prepare and file with the Commission a registration statement (the "Registration Statement Statement") relating to the sale of the Shares and the Warrant Shares by the Purchaser from time to time through the automated quotation system of on the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the PurchasersPurchaser, to cause the staff of the Commission to notify the Company of the Commissionstaff's willingness to declare grant acceleration of the effective date of the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3c) promptly notify the Purchaser upon the Registration Statement being declared effective by the Commission; (d) provide to the Purchaser any information necessary to permit sale of the Shares under Rule 144 or Rule 144A of the Securities Act. (e) prepare and file with the Commission such amendments and supplements to the Registration Statement (including a registration statement on Form S-1 or an amendment to the Registration Statement converting such Registration Statement to Form S-1) and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect;specified in Section 10.5 below. (4f) promptly furnish to the Purchaser with respect to the Shares and Warrant Shares registered under the Registration Statement (and to each underwriter, if any, of such Sharesshares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares or Warrant Shares by the Purchaser; provided, however, that the obligation of the -------- ------- Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will shall comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5g) file documents required of the Company for normal blue sky clearance in all states specified in writing by the Purchaserrequiring blue sky clearance; provided, however, that -------- ------- the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6h) bear all expenses in connection with the procedures in paragraphs (1a) through (5g) of this Section 8.1 10.1 and the registration of the Shares and Warrant Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other PurchasersPurchaser, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closingreasonably practicable, but in no event later than two (2) weeks five business days following the ClosingClosing Date (the “Filing Deadline”), prepare and file with the Commission the Registration Statement on Form S-3 relating to the sale resale of the Shares and related Rights by the Purchaser and the Other Purchasers from time to time through the automated quotation system of the Nasdaq National Market on The New York Stock Exchange, or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 by the earlier of (i) 3 days after the Commission has advised the Company that the Registration Statement has not been selected for review by the Commission, (ii) 3 days after the Commission has advised the Company the Commission has no more comments with respect to the Registration Statement or (iii) 75 days after the Closing Date (each of (i) and (ii), the “Effective Deadline”); (c) by 9:30 a.m., New York City time, on the second business day following the date the Registration Statement is filed declared effective by the CompanyCommission, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement; (3d) promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on as of which the Shares Investors may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses in order to facilitate the public sale or other disposition of sell all or any of the Shares covered by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6) bear all expenses in connection with the procedures in paragraphs (1) through (5) of this Section 8.1 and the registration of the Shares Registration Statement without restriction pursuant to Rule 144 and without the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required requirement to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder in compliance with Rule 144(c)(1) (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closingexecution of this Agreement and all similar agreements with Other Purchasers, prepare and file with the Commission the Registration Statement on Form S-3 relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of on the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts efforts, subject to receipt of necessary information from the Purchasers, to cause the staff of the Commission to notify the Company of the Commissionstaff's willingness to declare grant acceleration of the effective date of the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3c) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of -------- ------- the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, -------- ------- that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 6.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closingreasonably practicable, but in no event later than two (2) weeks ten days following the ClosingClosing Date, prepare and file with the Commission the Registration Statement on Form S-3 relating to the sale of the Shares by the Purchaser and the Other Purchasers from time to time through on the automated quotation system of Nasdaq Small Cap Market, the Nasdaq National Market Market, or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the CompanyClosing Date; (3c) use its best efforts to promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier earliest of (i) twenty-four (24) months two years after the effective date of the Registration Statement Statement, or (ii) the date on which such time as the Shares may be resold become eligible for resale by the Purchasers without registration by reason of non-affiliates pursuant to Rule 144(k) under the Securities Act or any other rule of similar effect1933, as amended; (4d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file documents required of the Company for normal blue sky Blue Sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any.; (bg) The Company covenants that it will file a Form D with respect to the reports Shares as required under Regulation D and to be filed provide a copy thereof to the Purchaser promptly after filing; (h) issue a press release describing the transactions contemplated by it under this Agreement on the Securities Act Closing Date; and (i) make available, while the Registration Statement is effective and the Exchange Act and the rules and regulations adopted by the Commission thereunder (oravailable for resale, if the Company is not required to file such reportsits Chief Executive Officer, it will, upon the request of any Purchaser, make publicly available other information)Chief Financial Officer, and it will take such further action as any Chief Administrative Officer for questions regarding information which the Purchaser may reasonably requestrequest in order to fulfill any due diligence obligation on its part. The Company understands that the Purchaser disclaims being an underwriter, all to but the extent required from time to time to enable such Purchaser to sell being deemed an underwriter shall not relieve the Shares without registration under the Securities Act within the limitation Company of any obligations it has hereunder. A draft of the exemptions provided by (i) Rule 144 under proposed form of the Securities Act, as such rule may Registration Statement is included in the Private Placement Memorandum and a questionnaire related thereto to be amended from time to time, or (ii) any similar rule or regulation hereafter adopted completed by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement Purchaser is attached hereto as to whether it has complied with such requirements.Appendix I.

Registration Procedures and Expenses. (a) The Company shall: (1a) subject to receipt of necessary information from the Purchasers, as soon promptly as practicable after the Closingpracticable, but in no event later than two (2) weeks following five days after the Closingdate that the Agreements are executed, prepare and file with the Commission the Registration Statement Statement, which shall be on Form S-3, relating to the sale of the Shares by the Purchaser and the Other Purchasers from time to time through the automated quotation system of on the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3c) promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months two years after the effective date of the Registration Statement or Statement; (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect;; or (iii) such time as all Shares purchased by such Purchaser under this Agreement have been sold. (4d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f) notify the Purchaser on the day that the Registration Statement is declared effective; (g) notify the Purchaser, at the time when a prospectus relating to the Shares is required to be delivered under the Securities Act, on the day of the happening of any event as a result of which the prospectus included in the Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements in the prospectus not misleading; and, at the request of any Purchaser, prepare a supplement or amendment to the prospectus so that, when delivered to purchasers of the Shares, the prospectus, as supplemented or amended, does not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements in the prospectus not misleading, and notify the Purchaser on the day of the filing of such supplement or amendment; (h) cause all such Shares to be quoted on the Nasdaq National Market and listed on any other exchange on which the Company's shares of common stock are listed; (i) make available for inspection by each Purchaser, any underwriter participating in any disposition pursuant to the Registration Statement and any attorney, account or other agent retained by any Purchaser or any such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, employees and independent accountants to supply all information reasonably requested by any Purchaser or any such underwriter, attorney, accountant or agent in connection with the Registration Statement; (j) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in the Registration Statement for sale in any jurisdiction, notify each Purchaser on the day of such issuance, use its best efforts promptly to obtain the withdrawal of such order, and notify each Purchaser on the day of such withdrawal; and (6k) bear all expenses in connection with the procedures in paragraphs (1a) through (5j) of this Section 8.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file . A draft of the reports required proposed form of the Registration Statement is included in the Private Placement Memorandum and a questionnaire related thereto to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted completed by the Commission thereunder (or, if the Company Purchaser is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action attached hereto as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.Appendix I.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closing, prepare and file with the Commission use its reasonable best efforts to cause the Registration Statement relating on Form S-1 (the "Registration Statement") filed by the Company with the SEC pursuant to the sale Securities Act of 1933, as amended (the "Securities Act") on January ___, 2005 with respect to the resale of the Preferred Shares (including the shares of Common Stock issuable upon conversion thereof, collectively together with the Preferred Shares, the "Shares") by the Purchaser Subscribers from time to time through in accordance with the automated quotation system methods of distribution set forth in the Nasdaq National Market or Registration Statement to be declared effective by the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactionsSEC as soon as practicable; (2) use its reasonable efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and such supplements to the prospectus used in connection therewith as may be necessary in the opinion of the Company to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or Statement, (ii) such shorter period that will terminate when all the Shares covered by the Registration Statement have been sold pursuant thereto and (iii) the date on which the Shares may be resold by the Purchasers Subscribers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4c) furnish to each Subscriber (and to each underwriter, if any, of such Shares), at least one conformed copy of the Registration Statement and any post-effective amendment thereto, including financial statements (but excluding all schedules, all documents incorporated or deemed incorporated therein by reference and all exhibits); (d) furnish to the Purchaser Subscribers with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and any amendments or supplements thereto as each Subscriber may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the PurchaserSubscribers; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser any Subscriber shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Subscriber (which assurances are deemed received upon execution of this Agreement by such Subscriber) that the Purchaser Subscriber will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified jurisdictions within the United States as the Subscribers reasonably request in writing by the Purchaserwriting; provided, however, that the Company shall not be required to qualify generally to do business or consent take any action which would subject it to general service of process or taxation in any jurisdiction in which it is not now so qualified or has not so consentedsubject; and (6f) bear all expenses in connection with the preparation and filing of the Registration Statement and the procedures in paragraphs (1a) through (5e) of this Section 8.1 1.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers Subscribers or underwriting discounts, brokerage fees fees, commissions and commissions stock transfer taxes incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to timeby, or (ii) applicable to, any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirementsSubscriber.

Registration Procedures and Expenses. The Company has entered into registration rights agreements with each Investor pursuant to which it has covenanted to prepare and file with the Securities and Exchange Commission (a“SEC”) a registration statement on Form S-1 (the “Registration Statement”) to enable the resale of the shares held by the Investors from time to time. The Company shall: (1a) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closing, prepare and file with the Commission the Registration Statement relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2) use its reasonable efforts subject to receipt of necessary information from the PurchasersHolder, include the Shares issuable upon exercise of the Warrant by the Holder on the Registration Statement, enabling the Holder to resell the Shares from time to time; (b) use its best efforts, subject to receipt of necessary information from the Holder and the Investors, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 days after the Registration Statement is filed by the Companyas soon as practicable; (3c) use its commercially reasonable best efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith Prospectus as may be necessary to keep the Registration Statement current and effective until for a period ending on the earlier of (i) twenty-four (24) months after the effective date as all of the Registration Statement or Holder’s Shares shall have been sold, (ii) the date on which the Holder may sell Shares may be resold by the Purchasers without registration by reason pursuant to paragraph (k) of Rule 144(k) 144 under the Securities Act or any other successor rule (“Rule 144”) or (iii) such time as all Shares issuable upon exercise of similar effectthe Warrant such Holder have been sold pursuant to a registration statement or Rule 144, and to notify the Holder promptly upon the Registration Statement and each post-effective amendment thereto, being declared effective by the SEC; (4d) furnish to the Purchaser with respect to the Shares registered under Holder such number of copies (in paper or electronic version) of the Registration Statement and the Prospectus (and to each underwriterincluding supplemental prospectuses), if anyas the Holder may reasonably request, of such Shares) such reasonable number of copies of prospectuses in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectusesHolder; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the PurchaserHolder; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6f) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraphs paragraph (1a) through (5e) of this Section 8.1 1 and the registration of the Shares pursuant to the Registration Statement; (g) advise the Holder, other than fees promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and expenses, it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if any, such stop order should be issued; and (h) with a view to making available to the Holder the benefits of counsel Rule 144 or other advisers rule that may permit the Holder to sell Shares without registration, the Company agrees to use its commercially reasonable efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Holder’s Shares may be resold pursuant to Rule 144(k) or (B) such date as all of the Holder’s Shares shall have been sold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to the Purchaser or Holder upon request a written statement that the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by Company has complied with the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under reporting requirements of the Securities Act and the Exchange Act Act, a copy (in paper or electronic version) of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested that permits the selling of any such Shares without registration. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 that the Holder shall furnish to the Company such information and representations regarding the holder, the Shares to be sold by the Holder, and the rules and regulations adopted intended method of disposition of such securities as shall be required to effect the registration of the Shares and/or sale under Rule 144. The Company understands that the Holder disclaims being an underwriter, but acknowledges that a determination by the Commission thereunder (or, if SEC that the Holder is deemed an underwriter shall not relieve the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether obligations it has complied with such requirementshereunder.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after use its best efforts to file a registration statement with the Closing, but in no event later than two SEC within ten (210) weeks business days following the Closing, prepare and file with date of this Agreement to register the Commission Registrable Shares on Form S-3 under the Registration Statement relating to the sale Securities Act (providing for shelf registration of the Common Stock under SEC Rule 415) or on such other form which is appropriate to register all of the Registrable Shares by the Purchaser for resale from time to time through by the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactionsPurchasers; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the such Registration Statement to become effective within 60 days as promptly after the Registration Statement is filed by the Companyfiling as practicable; (3c) prepare and file with the Commission SEC such amendments amendment and supplements to the such Registration Statement and the prospectus used in connection therewith as may be necessary to keep the such Registration Statement effective until termination of such obligation as provided in Section 7.5 below, subject to the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effectCompany's right to suspend pursuant to Section 7.4; (4d) furnish to the each Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such SharesCommon Stock) such reasonable number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of Purchasers; (e) file such other securities or blue sky laws documents as may be applicable in connection with any use of such prospectuses; (5) file documents required of the Company for normal blue sky securities law clearance for the resale of the Registrable Shares in such states specified in writing of the United States as may be reasonably requested by the each Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6) bear all expenses in connection with the procedures in paragraphs (1) through (5) of this Section 8.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.required

Registration Procedures and Expenses. (a) The Company shall: (1a) subject to receipt of necessary information from the Purchasers, as soon promptly as practicable after the Closingpracticable, but in no event later than two (2) weeks following 10 days after the Closingdate that the Agreements are executed, prepare and file with the Commission the Registration Statement on Form S-3 relating to the sale of the Shares by the Purchaser and the Other Purchasers from time to time through the automated quotation system of on the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3c) promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months two years after the effective date of the Registration Statement or Statement; (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect;; or (iii) such time as all Shares purchased by such Purchaser under this Agreement have been sold. (4d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) . The Company covenants understands that the Purchaser disclaims being an underwriter, but the Purchaser being deemed an underwriter shall not relieve the Company of any obligations it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (orhas hereunder; provided, however, that if the Company receives notification from the Commission that the Purchaser or any Other Purchaser is not required deemed an underwriter, then the 60 day period referenced in the second paragraph of Section 3 and in Section 8.1(b) above shall be extended to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation 90 days. A draft of the exemptions provided by (i) Rule 144 under proposed form of the Securities Act, as such rule may Registration Statement is included in the Private Placement Memorandum and a questionnaire related thereto to be amended from time to time, or (ii) any similar rule or regulation hereafter adopted completed by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement Purchaser is attached hereto as to whether it has complied with such requirements.Appendix I.

Registration Procedures and Expenses. (a) The If and whenever pursuant to the provisions of this Agreement the Company effects registration of Shares under the Act of 1933 and state securities laws, the Company shall: (1a) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closing, prepare Prepare and file with the Securities and Exchange Commission the Registration Statement relating a registration statement with respect to the sale of the Shares by the Purchaser from time such securities and use its best efforts to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactionscause such registration statement to become and remain effective; (2b) use its reasonable efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3) prepare Prepare and file with the Securities and Exchange Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep comply with the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date provisions of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities 1933 Act or any other rule of similar effect; (4) furnish to the Purchaser with respect to the Shares registered under the Registration Statement disposition of all securities covered by such registration statement; (and c) Furnish to each underwriter, if any, of you such Shares) such reasonable number of copies of prospectuses a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the public sale or other disposition of all or any of the Shares that are included in such registration; and (d) Use its best efforts to register or qualify the securities covered by such registration statement under the Purchasersecurities or blue sky laws of such jurisdictions as the underwriters shall reasonably request, and do any and all other acts and things which may be necessary or advisable (in the sole opinion of the Company) to enable the stockholders offering such securities to consummate the disposition thereof; provided, however, that the obligation of in no event shall the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required obligated to qualify to do business or consent to service of process in any jurisdiction in which where it is not now so qualified or has not so consented; and (6) bear all expenses to take any action which would subject it to the service of process in connection with the procedures in paragraphs (1) through (5) of this Section 8.1 and the registration suits other than those arising out of the Shares pursuant to offer or sale of the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred securities covered by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that such registration statement in any jurisdictions where it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirementsnow so subject.

Registration Procedures and Expenses. The Company shall as soon ------------------------------------ as possible after the Closing Date: (a) The Company shall: (1) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closing, prepare and use its best efforts to file with the Commission SEC an S-3 registration statement under the Registration Statement relating to the sale Securities Act (providing for shelf registration of the Shares by the Purchaser from time Common Stock under SEC Rule 415) on a form which is appropriate to time through the automated quotation system register all of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactionsRegistrable Shares; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the Purchasers, to cause such Registration Statement to become effective as promptly after filing as practicable and to cause (at the Commission Company's expense) Xxxxxx Godward, LLP counsel to notify the Company to furnish to each Purchaser an opinion dated as of the Commission's willingness effective date to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Companyeffects set forth in Exhibit B; (3c) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the prospectus used in connection therewith as may be necessary to keep the such Registration Statement effective until the earlier termination of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effectsuch obligation as provided in Section 7.6 below; (4d) furnish to the each Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such SharesCommon Stock) such reasonable number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of Purchasers; (e) file such other securities or blue sky laws documents as may be applicable in connection with any use of such prospectuses; (5) file documents required of the Company for normal blue sky securities law clearance for the resale of the Registrable Shares in which states specified in writing of the United States as may be reasonably requested by the Purchaser; each Purchaser provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction jurisdiction; (f) advise each Purchaser promptly: (i) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto: (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in which it is not now so qualified any jurisdiction, or has not so consentedthe initiation of any proceeding for any of the preceding purposes; and (6iii) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Registration Statement, the prospectus, and amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading; (g) in connection with the filing of any document that is to be incorporated by reference into the Registration Statement or the prospectus (after the initial filing of the Registration Statement): (i) use its best efforts to provide copies of such document to the Purchasers concurrently with such filing; and (ii) make a Company representative available for discussion of such document; (h) use its best efforts to cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and (i) bear all expenses in connection with the procedures in paragraphs (1a) through (5h) of this Section 8.1 7.2 and the registration of the Registrable Shares pursuant on such Registration Statement and the satisfaction of the blue sky laws of such states, and the reasonable fees and expenses of legal counsel to the Registration StatementPurchasers in connection with the procedures in paragraph (a) and (b) of this Section 7.2 (subject to the $17,500 limitation in Section 7.7), other than any expenses relating to the sale of the Shares by the Purchasers, including broker's commission, discounts or fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if anytransfer taxes. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable within 15 business days after the Closing, but in no event later than two (2) weeks following the ClosingClosing Date, prepare and file with the Commission a registration statement on Form S- 3 (the "Registration Statement Statement") relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of on the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the PurchasersPurchaser, to cause the staff of the Commission to notify the Company of the Commissionstaff's willingness to declare grant acceleration of the effective date of the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3c) promptly notify the Purchaser upon the Registration Statement being declared effective by the Commission; (d) provide to the Purchaser any information necessary to permit sale of the Shares under Rule 144 or Rule 144A of the Securities Act. (e) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold in any three-month period by the Purchasers Purchaser without registration and without any restrictions by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4f) promptly furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will shall comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5g) file documents required of the Company for normal blue sky clearance in all states specified in writing by the Purchaserrequiring blue sky clearance; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6h) bear all expenses in connection with the procedures in paragraphs (1a) through (5g) of this Section 8.1 10.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other PurchasersPurchaser, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable subject to prompt receipt of necessary information from the Investors after prompt request from the ClosingCompany to the Investors to provide such information, but in no event later than two (2) weeks following the Closing, use reasonable best efforts to prepare and file with the Commission SEC, by the Registration Statement relating later of (i) thirty business days after the Closing Date of the Purchase Agreement; or (ii) May 31, 2004, a shelf registration statement to enable the sale resale of the Shares by the Purchaser Investors from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act through the automated quotation system of the Nasdaq National Market OTC Bulletin Board or such other market as may be the facilities of any national securities exchange principal market on which the Company's Common Stock is then traded sold, or in any other manner reasonably requested by the Investors, including privately-negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the PurchasersInvestors after prompt request from the Company to the Investors to provide such information, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 days as soon as practicable after the Registration Statement is filed by the Company; (3c) use reasonable best efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement current and effective until the earlier later of (i) twenty-four (24) months two years after the effective date of the Registration Statement Closing Date or (ii) the date on which all of the Shares may be resold by the Purchasers without registration by reason sold pursuant to Rule 144 of Rule 144(k) under the Securities Act or without regard to any other rule of similar effectvolume limitations; (4d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of Investors such Shares) such reasonable number of copies of the Registration Statement, prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investors may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the PurchaserInvestors; provided, however, that the obligation of the Company to deliver copies of prospectuses or preliminary prospectuses to the Purchaser Investors shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Investors that the Purchaser Investors will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses or preliminary prospectuses; (5e) take all reasonable actions necessary to ensure that the Shares are listed and available for quotation on OTC Bulletin Board; (f) file documents required of the Company for normal blue sky clearance in states specified in writing by the PurchaserInvestors; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6g) use reasonable efforts to assist the Investors with any proposed sale of the Shares by the Investors; (h) bear all the expenses (exclusive of underwriting discounts and commissions) in connection with the procedures in paragraphs paragraph (1a) through (5d) of this Section 8.1 3.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, ; and; (i) advise the Investors promptly after it shall receive notice or obtain knowledge of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred issuance of any stop order by the Purchaser SEC delaying or suspending the Other Purchasers, if any. (b) The Company covenants that it will file effectiveness of the reports required to be filed by it under Registration Statement or of the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request initiation or threat of any Purchaser, make publicly available other information), proceeding for that purpose; and it will take promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such further action as any Purchaser may reasonably requeststop order should be issued. The Company understands that the Investors disclaim being an underwriter, all to but the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted Investors being deemed an underwriter by the Commission. Upon SEC shall not relieve the request Company of any Purchaser, the Company will deliver to such holder a written statement as to whether obligations it has complied with such requirementshereunder.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closing, use its efforts to prepare and file with the Commission SEC, within thirty (30) days after the Closing Date and after giving Investor's legal counsel reasonable time to review and comment, a registration statement (the "Registration Statement relating Statement") to enable the sale resale of the Shares by the Purchaser Investor from time to time through the automated quotation system of the Nasdaq National Small Cap Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable best efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 ninety (90) days after the Registration Statement is filed by the Company; (3c) use its best efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the any prospectus used in connection therewith (a "Prospectus") as may be necessary to keep the Registration Statement current and effective until for a period not exceeding, with respect to the Shares, the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Investor may sell all Shares may be resold then held by the Purchasers Investor without registration restriction by reason the volume limitations of Rule 144(k144(e) under of the Securities Act Act, or any other rule (ii) such time as none of similar effectthe Shares are held by the Investor or a permitted assignee pursuant to Section 9.2; (4d) furnish to the Purchaser Investor with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses the Registration Statement, Prospectuses and Preliminary Prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition Disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectusesInvestor; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the PurchaserInvestor; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6f) bear all expenses in connection with the procedures in paragraphs paragraph (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement; and (g) advise the Investor, other than fees and expenses, if any, promptly after it shall receive notice or obtain knowledge of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred issuance of any stop order by the Purchaser SEC delaying or suspending the Other Purchasers, effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose; and it will promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if any. (b) such stop order should be issued. The Company covenants understands that it will file the reports required to be filed by it under Investor disclaims being an underwriter, but the Securities Act and the Exchange Act and the rules and regulations adopted Investor being deemed an underwriter by the Commission thereunder (orSEC shall not relieve the Company of any obligations it has hereunder; provided, however that if the Company receives notification from the SEC that the Investor is not required to file such reportsdeemed an underwriter, it will, upon then the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all ninety day period provided in Section 7.1(b) shall be extended to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation earlier of the exemptions provided by (i) Rule 144 under the Securities Act, as ninetieth (90th) day after such rule may be amended from time to timeSEC notification, or (ii) any similar rule or regulation hereafter adopted by one hundred twenty (120) days after the Commission. Upon initial filing of the request of any Purchaser, Registration Statement with the Company will deliver to such holder a written statement as to whether it has complied with such requirementsSEC.

Registration Procedures and Expenses. (a) The Company hereby agrees that it shall: (1i) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closing, prepare and file with the Commission the Registration Statement relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2) use its reasonable efforts subject to receipt of necessary information from the Purchasers, prepare and file with the SEC as soon as practicable and in no event later than thirty (30) days following the Closing, a registration statement on Form S-3 (the "REGISTRATION STATEMENT"), to enable the resale of the Purchased Shares (collectively, the "REGISTRABLE SHARES") by the Purchasers from time to time on Nasdaq and use all reasonable efforts to cause such Registration Statement to be declared effective as promptly as possible after filing and to remain continuously effective until the Commission earlier of (i) the second anniversary of the Closing, or (ii) such time as all Registrable Shares purchased by the Purchasers pursuant to notify this Agreement have been sold thereunder or pursuant to Rule 144 under the Securities Act (the "REGISTRATION PERIOD"). In the event that Form S-3 is unavailable for such registration, the Company of the Commission's willingness to declare the Registration Statement effective within 60 days after the Registration Statement shall use such other form as is filed by the Companyavailable for such a registration; (3ii) prepare and file with the Commission SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective at all times until the earlier of (i) twenty-four (24) months after the effective date end of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effectPeriod; (4iii) furnish to the Purchaser Purchasers with respect to the Registrable Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses any prospectus in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectusesPurchasers; (5iv) use its reasonable commercial efforts to file documents required of the Company for normal blue sky clearance in states specified in writing by the PurchaserPurchasers; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6v) use its reasonable commercial efforts to cause the Registrable Shares to be listed on Nasdaq in connection with the filing of the Registration Statement under Section 5(a)(i); (vi) use its reasonable commercial efforts to cause the Registration Statement to be declared effective on or prior to one hundred twenty (120) days following the Closing and to promptly notify the Purchasers when the Registration Statement has been declared effective; (vii) bear all expenses in connection with the procedures in paragraphs paragraph (1i) through (5vi) of this Section 8.1 5(a) and the registration of the Registrable Shares pursuant to the Registration Statement, Statement other than fees and expenses, if any, of legal counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 5(a) The that the Purchaser shall furnish to the Company covenants that it will file such information regarding itself, the reports Registrable Shares to be sold by the Purchaser, and the intended method of disposition of such securities as shall be required to be filed by it under effect the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirementsRegistrable Shares.

Registration Procedures and Expenses. (a) The Company shall: (1a) use its best efforts to (i) file a Registration Statement with the SEC within thirty (30) days following the Closing Date to register such of the Registrable Shares as have been duly authorized for issuance by the Company as of the date of filing on Form S-3 under the Securities Act (providing for shelf registration of such Registrable Shares under SEC Rule 415) or on such other form which is appropriate to register such Registrable Shares for resale from time to time by the Purchasers, and (ii) as soon as reasonably practicable after once the Closing, but portion of the Registrable Shares that were not registered in no event later than two (2) weeks following the Closing, prepare and file with the Commission the Registration Statement relating to filed under clause (i) above (the sale of the Shares "REMAINING REGISTRABLE SHARES") have been duly authorized for issuance by the Purchaser Company, to amend the Registration Statement filed under clause (i) above, or file another substantially similar Registration Statement with the SEC, to register for resale from time to time through by the automated quotation system Purchasers all of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactionsRemaining Registrable Shares; (2b) use its commercially reasonable efforts efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the any such Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3) prepare and file with the Commission such amendments and supplements pursuant to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of clauses (i) twenty-four and (24ii) months of Section 7.2(a) above to become effective as promptly after filing of such Registration Statement as practicable but in any event by the effective date (the "EFFECTIVENESS DEADLINE DATE") that is thirty (30) days following the date of the initial filing of such Registration Statement or (ii) with the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses in order to facilitate the public sale or other disposition of all or any of the Shares by the PurchaserSEC; provided, however, that in the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser event that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6) bear all expenses in connection with the procedures in paragraphs (1) through (5) of this Section 8.1 and the registration of the Shares pursuant to the a Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.Statement is

Registration Procedures and Expenses. (a) The Company shall: (1a) subject to receipt of necessary information from the investors, prepare and file with the SEC, as soon as practicable after the Closingpracticable, but in no event later than two ten business days after the Closing Date, a registration statement on Form S-3 (2the "Registration Statement") weeks following to enable the Closing, prepare and file with the Commission the Registration Statement relating to the sale resale of the Shares by the Purchaser Investors from time to time through the automated quotation system of the Nasdaq National NASDAQ Stock Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions;. (2b) use its reasonable efforts efforts, subject to receipt of necessary information from the PurchasersInvestors, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 as soon as practicable, but in no event later than seventy-five (75) days after the Registration Statement is filed by the Company; (3c) use its reasonable efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep the Registration Statement current and effective until for a period not exceeding, with respect to each Investor's Shares purchased hereunder, the earlier of (i) twenty-four (24) months after the effective date second anniversary of the Registration Statement or Closing Date, (ii) the date on which the Investor may sell all Shares may be resold then held by the Purchasers Investor without registration restriction by reason the volume limitations of Rule 144(k144(e) under of the Securities Act or any other rule of similar effect(iii) such time as all Shares purchased by such Investor in this Offering have been sold pursuant to a registration statement; (4d) furnish to the Purchaser Placement Agent and to the Investor with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses the Registration Statement, Prospectuses and preliminary versions of the Prospectus filed with the Securities Exchange Commission ("Preliminary Prospectuses") in conformity with the requirements of the Securities Act and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; Investor, provided, however, that the obligation of the Company to deliver copies of prospectuses Prospectuses or Preliminary Prospectuses to the Purchaser Investor shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Investor that the Purchaser Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectusesProspectuses or Preliminary Prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states reasonably specified in writing by the Purchaser; Investor in writing prior to the effectiveness of the Registration Statement, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f) advise the Investors, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; (g) with a view to making available to the Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investor to sell Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Investor's Shares may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investor's Shares shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to the Investor upon request, as long as the Investor owns any Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the Investor of any rule or regulation of the SEC that permits the selling of any such Shares without registration; It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 6.1 that the Investor shall furnish to the Company such information regarding itself, the Shares to be sold by Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Shares; and (6h) The Company understands that the Investor disclaims being an underwriter, but the Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder, provided, however, that if the Company receives notification from the SEC that the Investor is deemed an underwriter, then the period by which the Company is obligated to submit an acceleration request to the SEC shall be extended to the earlier of (i) the 90th day after such SEC notification, or (ii) 120 days after the initial filing of the Registration Statement with the SEC. The Sellers shall bear all expenses in connection with the procedures in paragraphs paragraph (1a) through (5e) of this Section 8.1 6.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing, but in no event later than two (2) weeks following the Closing, prepare and Closing Date file with the Commission SEC a registration statement under the Registration Statement relating Securities Act on a form which is appropriate to register the re-sale of one-half of the Shares purchased by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactionshereunder; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the PurchasersPurchaser, to cause the Commission to notify the Company of the Commission's willingness to declare the such Registration Statement to become effective within 60 days after as promptly as practicable but not earlier than on the Registration Statement is filed by date one year from the CompanyClosing Date; (3c) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the prospectus used in connection therewith as may be necessary to keep the such Registration Statement effective until the earlier termination of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effectsuch obligation as provided in Section 7.8 below; (4d) furnish to the Purchaser with respect to the Shares registered under on the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses in conformity with the requirements of the Securities Act as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file such documents as may be required of the Company for normal blue sky securities law clearance for the resale of the Shares in such states specified in writing of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consentedjurisdiction; and (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 7.2 and the registration of the Shares pursuant to on such Registration Statement and the Registration Statementsatisfaction of the blue sky laws of such states, other than fees excluding underwriting discounts and expensesselling commissions, if any, legal or accounting expenses of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred expenses required by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required law to be filed borne by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided which shall be borne by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closingpracticable, prepare and file with the Commission the a Registration Statement on Form S-3 relating to the sale of the Shares by the Purchaser Purchasers from time to time through the automated quotation system of (including sales on the Nasdaq National Market or the facilities of any national securities exchange on which the Company's ’s Common Stock is then traded or in privately-negotiated transactions); (2b) use its reasonable efforts efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to be declared effective under the Securities Act within 60 120 days after from the Registration Statement is filed by the Companydate of this Agreement; (3c) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months two years after the effective date of the Registration Statement or Statement, (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of restriction as to amount under Rule 144(k) 144 under the Securities Act or any other rule of similar effecteffect or (iii) all Shares have been sold by the Purchasers; (4d) furnish to the Purchaser Purchasers with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser Purchasers shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Purchasers that the Purchaser Purchasers will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 D1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon promptly as practicable after the Closing, but in no event later than two (2) weeks following the Closingpracticable, prepare and file with the Commission the Registration Statement on Form S-3 relating to the sale of the Shares by the Purchaser Purchasers from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 90 days after the Registration Statement is filed by the Company; (3c) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4d) furnish to the each Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5d) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, placement fees, brokerage fees and or commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. The Company hereby: (a) The Company shall: (1) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closing, agrees that it shall use its reasonable commercial efforts to prepare and file with the Securities and Exchange Commission (the Registration Statement relating to “SEC”), as soon as reasonably practicable after the sale date of the Contribution, a registration statement on Form S-3 covering the Registrable Shares by (the Purchaser “Registration Statement”), to enable the Manager to sell the Registrable Shares from time to time through in the automated quotation system manner contemplated by the plan of distribution set forth in the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactionsRegistration Statement; (2b) agrees that it shall use its reasonable commercial efforts subject to receipt of necessary information from the Purchasers, to cause the Commission Registration Statement to notify be declared effective as promptly as possible after filing and to remain continuously effective until the Company earlier of (i) the date on which all Registrable Shares are sold, and (ii) the second anniversary of the Commission's willingness to declare date of the Contribution (the “Registration Statement effective within 60 days after the Registration Statement is filed by the CompanyPeriod”); (3c) agrees that it shall prepare and file with the Commission SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (“Securities Act”), or if no such filing is required, as included in connection therewith the Registration Statement (the “Prospectus”), as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of at all times during the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effectPeriod; (4d) agrees that it shall furnish to the Purchaser Manager with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses the Prospectus in conformity with the requirements of the Securities Act and such other documents as the Manager may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectusesManager; (5e) agrees that it shall use its reasonable commercial efforts to file documents required of the Company for normal blue sky clearance in states specified in writing by the PurchaserManager; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f) agrees that it shall use its reasonable commercial efforts to cause the Registrable Shares to be listed on the New York Stock Exchange (the “NYSE”); and (6g) agrees that it shall bear all expenses in connection with the procedures actions referred to in paragraphs (1a) through (5f) of this Section 8.1 1.1 and the registration of the Registrable Shares pursuant to the Registration Statement, other than including fees and expenses, if any, expenses of legal counsel or other advisers to the Purchaser or Manager incurred in connection with the Other Purchasers or registration and sale of the Registrable Shares, in an aggregate amount not to exceed $15,000, but excluding underwriting discounts, brokerage fees and commissions incurred by the Purchaser Manager, the Trust or the Other PurchasersPlan, if any. (b) The . It shall be a condition precedent to the obligations of the Company covenants to take any action pursuant to this Section 1.1 that it will file the reports Manager shall provide such reasonable assistance to the Company and furnish, or cause to be furnished, to the Company in writing such information regarding the Manager, the Registrable Shares to be sold, and the intended method or methods of disposition of the Registrable Shares, as shall be required to be filed by it under effect the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirementsRegistrable Shares.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closingpracticable, prepare and file with the Commission the Registration Statement on Form S-3 relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of on the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 75 days after the Registration Statement is filed by the Company; (3c) promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months two years after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1i) as soon as practicable after within 30 days of the ClosingClosing Date, but in no event later than two (2) weeks following the Closing, prepare and file a Resale Registration Statement with the Commission the Registration Statement relating to the sale register all of the Registrable Shares by on Form S-3 under the Purchaser from time to time through Securities Act (providing for shelf registration of such Registrable Shares under Commission Rule 415), (the automated quotation system “Filing Date”). In the event that Form S-3 is not available for the registration of any of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2) use its reasonable efforts subject to receipt of necessary information from the PurchasersRegistrable Shares, to cause the Commission to notify the Company shall register the resale of the Commission's willingness Registrable Shares on such other form as is available to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3ii) use its commercially reasonable efforts to cause each such Resale Registration Statements required by Section 4.15(a)(i) to be declared effective within 45 days following the applicable Filing Date (or, in the event the Staff reviews and has written comments to any such Resale Registration Statement, within the sooner of (a) 60 days following the applicable Filing Date and (b) 15 days following the last comment received from the Staff with respect to such Resale Registration Statement) (the earlier of the foregoing or the applicable date set forth in Section 4.15(vi), the “Effectiveness Deadline” with respect to such Resale Registration Statement), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of such Resale Registration Statement; (iii) prepare and file with the Commission such amendments and supplements to the any Resale Registration Statement Statements and the prospectus used in connection therewith as may be necessary to keep such Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.15(e) below, subject to the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effectCompany’s right to suspend pursuant to Section 4.15(d); (4iv) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of Purchasers such Shares) such reasonable number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of Purchasers; (v) file such other securities or blue sky laws documents as may be applicable in connection with any use of such prospectuses; (5) file documents required of the Company for normal securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by the Purchasers and use its commercially reasonable efforts to maintain such blue sky clearance in states specified in writing by qualifications during the Purchaserperiod the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.15(a)(v) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vi) upon notification by the Commission that a Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, within one Trading Days following the date of such notification, request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two Trading Days later); (vii) upon notification by the Commission that that a Resale Registration Statement has been declared effective (the date of such notification, the “Effective Date”) by the Commission, file the final prospectus under Rule 424 within the applicable time period prescribed by Rule 424; (viii) advise the Purchasers promptly, and in any event within 24 hours of (A) the effectiveness of a Resale Registration Statement or any post-effective amendments thereto, (B) any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto, (C) the issuance by the Commission of any stop order suspending the effectiveness of a Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes and (D) the existence of any fact and the happening of any event that makes any statement of a material fact made in a Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in a Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (ix) cause all Registrable Shares to be listed on each securities exchange on which equity securities by the Company are then listed, if any; and (6x) bear all expenses in connection with the procedures in paragraphs (1i) through (5ix) of this Section 8.1 4.15(a) and the registration of the Registrable Shares pursuant to the on such Resale Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act Statement and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation satisfaction of the exemptions provided by (i) Rule 144 under the Securities Act, as blue sky laws of such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirementsstates.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after subject to receipt of necessary information from the Closing, but in no event later than two (2) weeks following the ClosingInvestors, prepare and file with the Commission SEC, within sixty (60) days after the Closing Date, a registration statement (the "Registration Statement relating Statement") to enable the sale resale of the Shares Common Stock purchased hereby by the Purchaser Investors from time to time through the automated quotation system of the Nasdaq National Market or NASD Over the facilities of any national securities exchange on which the Company's Common Stock is then traded Counter (OTC) Bulletin Board system as applicable, or in privately-negotiated transactions; (2b) use its reasonable efforts efforts, subject to receipt of necessary information from the PurchasersInvestors, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 90 days after the Registration Statement is filed by the Company; (3c) in each case upon providing written notice thereof to each Investor at least five (5) days prior thereto, prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith (the "Prospectus") as may be necessary to keep the Registration Statement current and effective until for a period not exceeding, with respect to each Investor's Shares purchased hereunder, the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Investor may sell all Shares may be resold then held by the Purchasers without registration by reason Investor in accordance with the provisions of Rule 144(k) under 144 of the Securities Act during any three (3)-month period, or any other rule of similar effect(ii) such time as all Shares purchased by such Investor in this offering have been sold; (4d) furnish to the Purchaser Investor with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses the Registration Statement, Prospectuses and Preliminary Prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the PurchaserInvestor; provided, however, that the obligation of the Company to deliver copies of prospectuses Prospectuses or Preliminary Prospectuses to the Purchaser Investor shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Investor that the Purchaser Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectusesProspectuses or Preliminary Prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; Investor, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6f) bear all expenses in connection with the procedures in paragraphs paragraph (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement; and (g) advise the Investors, other than fees and expenses, if any, promptly after it shall receive notice or obtain knowledge of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred issuance of any stop order by the Purchaser SEC delaying or suspending the Other Purchasers, if any. (b) The Company covenants that it will file effectiveness of the reports required to be filed by it under Registration Statement or of the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request initiation or threat of any Purchaser, make publicly available other information), proceeding for that purpose; and it will take such further action as any Purchaser may reasonably request, all promptly use its reasonable efforts to prevent the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request issuance of any Purchaser, stop order or to obtain its withdrawal at the Company will deliver to earliest possible moment if such holder a written statement as to whether it has complied with such requirementsstop order should be issued.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closingpracticable, but in no event later than two (2) weeks five business days following the ClosingClosing Date, prepare and file with the Commission the Registration Statement on Form S-3 relating to the sale of the Shares and the Warrant Shares by the Purchaser and the Other Purchasers from time to time through the automated quotation system of on the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 5 business days of receipt by the Company of confirmation that the Commission will not review the Registration Statement and within 90 days after the Closing Date if the Registration Statement is filed reviewed by the CompanyCommission; (3c) use its best efforts to promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith Prospectus as may be necessary to keep the Registration Statement effective until the earlier earliest of (i) twenty-four (24) months two years after the effective date of the Registration Statement Statement, or (ii) the date on which such time as the Shares may be resold and the Warrant Shares become eligible for resale by the Purchasers without registration by reason of non-affiliates pursuant to Rule 144(k) under the Securities Act or any other rule of similar effectAct; (4d) furnish to the Purchaser with respect to the Shares and Warrant Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares or Warrant Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares and Warrant Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file documents required of the Company for normal blue sky Blue Sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares and the Warrant Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any.; (bg) The Company covenants that it will file the reports required a Form D with respect to be filed by it under the Securities Act as required under Regulation D and to provide a copy thereof to the Exchange Act and Purchaser promptly after filing; (h) issue a press release describing the rules and regulations adopted transactions contemplated by this Agreement on the Commission thereunder Closing Date; and (or, if i) until the Company is not required to file such reports, it will, upon the request of any PurchaserClosing Date, make publicly available other information)its Chief Executive Officer, Chief Financial Officer, and it will take such further action as any Chief Administrative Officer for questions regarding information which the Purchaser may reasonably requestrequest in order to fulfill any due diligence obligation on its part. The Company understands that the Purchaser disclaims being an underwriter, all to but the extent required from time to time to enable such Purchaser to sell being deemed an underwriter shall not relieve the Shares without registration under the Securities Act within the limitation Company of any obligations it has hereunder. A draft of the exemptions provided by (i) Rule 144 under proposed form of the Securities Act, as such rule may Registration Statement is included in the Private Placement Memorandum and a questionnaire related thereto to be amended from time to time, or (ii) any similar rule or regulation hereafter adopted completed by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement Purchaser is attached hereto as to whether it has complied with such requirements.Appendix I.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closingpracticable, but in no event later than two (2) weeks 45 days following the Closingdate of this Agreement (the “Filing Deadline”), prepare and file with the Commission the a Registration Statement on any form under the Securities Act that the Company is then eligible to use relating to the sale resale of the Shares by the Purchaser and the Other Purchasers from time to time through that will become effective no later than 60 days following the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactionsFiling Deadline filing; (2b) use its reasonable efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3) promptly prepare and file with the Commission the required prospectus supplement under Rule 424(b) under the Securities Act and such amendments and supplements to the Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier earliest of (i) twenty-four (24) months two years after the effective date of the Registration Statement or Statement, (ii) the date on which such time as all of the Shares may be resold have been sold pursuant to the Registration Statement, or (iii) such time as the Shares become eligible for resale by the Purchasers non-affiliates without registration by reason of any volume limitations or other restrictions pursuant to Rule 144(k144(b)(1)(i) under the Securities Act or any other rule of similar effect; (4c) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5d) file documents required of the Company for normal blue sky Blue Sky clearance in states specified in writing by the PurchaserPurchaser by the time the Registration Statement is declared effective; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6e) bear all expenses in connection with the procedures in paragraphs (1a) through (5d) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any.any in connection with the offering of the Shares pursuant to the Registration Statement; (bf) The issue a press release or Form 8-K describing the transactions contemplated by this Agreement on the Closing Date as contemplated by Section 21 of this Agreement; (g) in order to enable the Purchasers to sell the Shares under Rule 144 promulgated under the Securities Act, for a period of one year from Closing, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c)(1) with respect to public information about the Company covenants that it will and to timely file the all reports required to be filed by it the Company under the Securities Act and Exchange Act; and (h) direct its counsel to promptly issue a legal opinion to the Exchange Act and Company’s transfer agent if required to effect the rules and regulations adopted removal of the restrictive legend set forth in Section 5.7 of this Agreement if requested by the Commission thereunder (orPurchaser. The Company understands that the Purchaser disclaims being an underwriter, if but the Purchaser being deemed an underwriter shall not relieve the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and obligations it will take such further action as any Purchaser may reasonably request, all has hereunder. A draft of the proposed form of the questionnaire related to the extent required from time Registration Statement to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted completed by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement Purchaser is attached hereto as to whether it has complied with such requirements.Appendix I.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closing, but in no event later than two (2) weeks within 30 days following the Closing, prepare and file with the Commission the a Registration Statement relating in order to register with the Commission the sale of the Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock common stock is then traded or in privately-privately negotiated transactions; (2b) use its reasonable efforts best efforts, subject to the receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 days after the Registration Statement is filed by the Company; (3c) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for a period of three years following the Closing or, if earlier, until the earlier of (i) twenty-four (24) months after the effective date all of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effecthave been sold pursuant thereto; (4d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; providedPROVIDED, howeverHOWEVER, that the obligation of the Company to deliver copies of prospectuses or preliminary prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses or preliminary prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall:: ------------------------------------ (1a) as soon as reasonably practicable (but not until at least 30 days after the ClosingForm S-3 filed on April 29, but in no event later than two (2) weeks following the Closing1998 has been declared effective), prepare and file with the Commission the Registration Statement relating on Form S-3 or S-1, if necessary, with respect to the sale resale of the Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-privately negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the PurchasersPurchaser, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Companyeffective; (3c) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of the date that (i) twenty-four (24) months after the effective date of all such Shares are sold pursuant to the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers Purchaser without volume limits and without registration by reason of Rule 144(k) 144 under the Securities Act or any other rule of similar effect; (4d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6) bear all expenses in connection with the procedures in paragraphs (1a) through (5d) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other PurchasersPurchaser, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1A) as soon as practicable after use its best efforts to file a Registration Statement with the Closing, but in no event later than two SEC within thirty (230) weeks days following the Closing, prepare and file with Closing Date to register the Commission Registrable Shares on Form S-3 under the Registration Statement relating Securities Act (providing for shelf registration of such Registrable Shares under SEC Rule 415) or on such other form which is appropriate to the sale of the register such Registrable Shares by the Purchaser for resale from time to time through by the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactionsPurchasers; (2B) use its reasonable efforts best efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the any such Registration Statement filed pursuant to Section 7.2(a) above to become effective within 60 as promptly after filing of such Registration Statement as practicable but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is ninety (90) days after following the Closing Date; provided, however, that in the event that a Registration Statement is filed reviewed by the CompanySEC, then the Effectiveness Deadline Date shall mean, with respect to any Registration Statement, the date that is one hundred twenty (120) days following the Closing Date; (3C) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the prospectus used in connection therewith as may be necessary to keep the such Registration Statement continuously effective until termination of such obligation as provided in Section 7.6 below, subject to the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effectCompany's right to suspend pursuant to Section 7.5; (4D) furnish to the each Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Registrable Shares) such reasonable number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of Purchasers; (E) file such other securities or blue sky laws documents as may be applicable in connection with any use of such prospectuses; (5) file documents required of the Company for normal blue sky securities law clearance for the resale of the Registrable Shares in such states specified in writing of the United States as may be reasonably requested by the each Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction jurisdiction; (F) advise each Purchaser promptly: (I) of the effectiveness of the Registration Statement or any post-effective amendments thereto; (II) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto; (III) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in which it is not now so qualified any jurisdiction, or has not so consentedthe initiation of any proceeding for any of the preceding purposes; and (6IV) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading; (G) use its best efforts to cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; (H) bear all expenses in connection with the procedures in paragraphs (1a) through (5g) of this Section 8.1 7.2 and the registration of the Registrable Shares pursuant on such Registration Statement and the satisfaction of the blue sky laws of such states; and (I) otherwise use commercially reasonable efforts to make available to its security holders no later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, other than fees and expenses, if any, which earnings statement shall satisfy the provisions of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (bSection 11(a) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as including Rule 158 promulgated thereunder (for the purpose of this subsection 7.2(i), "Availability Date" means the 45th day following the end of the fourth fiscal quarter after the fiscal quarter that includes the effective date of such rule may be amended from time to timeRegistration Statement, or (ii) any similar rule or regulation hereafter adopted by except that, if such fourth fiscal quarter is the Commission. Upon last quarter of the request Company's fiscal year, "Availability Date" means the 90th day after the end of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirementsfourth fiscal quarter).

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable subject to prompt receipt of necessary information from the Investor after prompt request from the ClosingCompany to the Investor to provide such information, but in no event later than two (2) weeks following the Closing, use reasonable best efforts to prepare and file with the Commission SEC, by the Registration Statement relating later of (i) five business days after the Closing Date of the Purchase Agreement; or (ii) January 2, 2002, a shelf registration statement to enable the sale resale of the Shares by the Purchaser Investor from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act through the automated quotation system of the Nasdaq National Market or such other market as may be the facilities of any national securities exchange principal market on which the Company's Common Stock is then traded sold, or in any other manner reasonably requested by the Investor, including privately-negotiated transactions; (2b) in the event the SEC does not permit the Company to register the Subsequent Shares pursuant to the registration statement filed in accordance with Section 3.1(a), subject to prompt receipt of necessary information from the Investor after prompt request from the Company to the Investor to provide such information, use reasonable best efforts to prepare and file with the SEC, within five business days following satisfaction of the conditions set forth in Section 1.3(d) of the Purchase Agreement for the issuance by the Company of the Subsequent Shares, a shelf registration statement to enable the resale of the Subsequent Shares by the Investor from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act through the automated quotation system of the Nasdaq National Market or such other market as may be the principal market on which the Company's Common Stock is sold, or any other manner reasonably requested by the Investor, including privately-negotiated transactions; (c) use its reasonable efforts best efforts, subject to receipt of necessary information from the PurchasersInvestor after prompt request from the Company to the Investor to provide such information, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 days as soon as practicable after the Registration Statement is filed by the Company; (3d) use reasonable best efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement current and effective until the earlier later of (i) twenty-four (24) months two years after the effective date of the Registration Statement Closing Date or (ii) the date on which all of the Shares may be resold by the Purchasers without registration by reason sold pursuant to Rule 144 of Rule 144(k) under the Securities Act or without regard to any other rule of similar effectvolume limitations; (4e) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of Investor such Shares) such reasonable number of copies of the Registration Statement, prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the PurchaserInvestor; provided, however, that the obligation of the Company to deliver copies of prospectuses or preliminary prospectuses to the Purchaser Investor shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Investor that the Purchaser Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses or preliminary prospectuses; (5f) take all reasonable actions necessary to ensure that the Initial Shares and any Subsequent Shares are listed and available for quotation on The Nasdaq National Market; (g) file documents required of the Company for normal blue sky clearance in states specified in writing by the PurchaserInvestor; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6h) use reasonable efforts to assist the Investor with any proposed sale of the Shares by the Investor; (i) bear all expenses (exclusive of underwriting discounts and commissions) in connection with the procedures in paragraphs paragraph (1a) through (5e) of this Section 8.1 3.1 and the registration of the Shares pursuant to the Registration Statement, other than including reasonable fees and expenses, if any, expenses of counsel or other advisers to the Purchaser Investor not to exceed $7,500; and (j) advise the Investor promptly after it shall receive notice or obtain knowledge of the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred issuance of any stop order by the Purchaser SEC delaying or suspending the Other Purchasers, if any. (b) The Company covenants that it will file effectiveness of the reports required to be filed by it under Registration Statement or of the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request initiation or threat of any Purchaser, make publicly available other information), proceeding for that purpose; and it will take promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such further action as any Purchaser may reasonably requeststop order should be issued. The Company understands that the Investor disclaims being an underwriter, all to but the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted Investor's being deemed an underwriter by the Commission. Upon SEC shall not relieve the request Company of any Purchaser, the Company will deliver to such holder a written statement as to whether obligations it has complied with such requirementshereunder.

Registration Procedures and Expenses. (a) The Company shall: (1a) as soon as practicable after the Closingreasonably practicable, but in no event later than two (2) weeks 15 days following the ClosingClosing Date (the “Filing Deadline”), prepare and file with the Commission the Registration Statement on Form S-3 relating to the sale resale of the Shares by the Purchaser and the Other Purchasers from time to time through the automated quotation system of the Nasdaq National Market on The NASDAQ Global Market, or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2b) use its reasonable efforts best efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 by the earlier of (i) 5 days after the Commission has advised the Company that the Registration Statement has not been selected for review by the Commission and (ii) 75 days after the Filing Deadline (each of (i) and (ii), the “Effective Deadline”); (c) by 9:30 a.m., New York City time, on the second business day following the date the Registration Statement is filed declared effective by the CompanyCommission, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement; (3d) promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier earliest of (i) twenty-four (24) months two years after the effective date of the Registration Statement or Statement, (ii) the date on which such time as all of the Shares may be resold have been sold pursuant to the Registration Statement, or (iii) such time as the Shares become eligible for resale by the Purchasers without registration by reason of non-affiliates pursuant to Rule 144(k) under the Securities Act or any other rule of similar effect; (4e) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5f) file documents required of the Company for normal blue sky Blue Sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and; (6g) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any.any in connection with the offering of the Shares pursuant to the Registration Statement; (h) file a Form D with the Commission with respect to the Shares as required under Regulation D and to provide a copy thereof to the Purchaser promptly after filing; (i) issue a press release describing the transactions contemplated by this Agreement (the “Press Release”) on or before the earlier of (a) the execution and delivery of the Purchase Agreements by the Purchasers to the Company, or (b) The 9:00 a.m., New York City time, on the second business day following the date hereof; and (j) the Company covenants that it will shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material, non-public information regarding the Company or any of its Subsidiaries from and after the filing of the Press Release without the express written consent of such Purchaser; (k) in order to enable the Purchasers to sell the Shares under Rule 144 to the Securities Act, for a period of two years from Closing, use its reasonable best efforts to comply with the requirements of Rule 144, including without limitation, use its reasonable best efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and to timely file the all reports required to be filed by it the Company under the Securities Act Exchange Act; and (l) permit the Purchaser and the Exchange Act its legal counsel to review and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, comment upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under an initial draft of a Registration Statement at least two (2) business days prior to its filing with the Securities Act, as such rule may be amended from time to time, or Commission and (ii) any similar rule numbered pre-effective amendment to such Registration Statement (for purposes of clarification, excluding any Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or regulation hereafter adopted other public filing incorporated by reference into such Registration Statement) at least one (1) business day prior to its filing with the Commission. Upon The Company shall furnish to the request Purchaser or its legal counsel, without charge, copies of any Purchaser, correspondence from the Commission to the Company will deliver or its representatives relating to such holder a written statement as to whether the Registration Statement. The Company understands that the Purchaser disclaims being an underwriter, but the Purchaser being deemed an underwriter shall not relieve the Company of any obligations it has complied hereunder. Neither the Company nor any Subsidiary or affiliate thereof shall identify the Purchaser as an underwriter in any public disclosure or filing with such requirements.the Commission or any stock exchange or market, except as required by law or rule. The forms of the questionnaires related to the Registration Statement to be completed by the Purchaser are attached hereto as Appendix I.

Registration Procedures and Expenses. (a) The Company shall:: ------------------------------------ (1a) as soon as practicable after the Closing, but in no event later than two (2) weeks following the Closingpracticable, prepare and file with the Commission the Registration Statement on Form S-3 relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock common stock is then traded or in privately-privately- negotiated transactions; (2b) use its reasonable efforts efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 75 days after the Registration Statement is filed by the Company; (3c) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of -------- ------- the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to -------- ------- qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6f) bear all expenses in connection with the procedures in paragraphs (1a) through (5e) of this Section 8.1 7.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Registration Procedures and Expenses. (a) The Company shall: (1i) as soon as practicable after following the Closingfiling of the Definitive Proxy Statement, but but, in no event any event, not later than two seven (27) weeks following days thereafter (the Closing“Filing Date”), prepare and file a Resale Registration Statement with the Commission the Registration Statement relating to the sale register all of the Registrable Shares by on Form S-3 under the Purchaser from time to time through Securities Act (providing for shelf registration of such Registrable Shares under Commission Rule 415). In the automated quotation system event that Form S-3 is not available for the registration of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactions; (2) use its reasonable efforts subject to receipt of necessary information from the PurchasersRegistrable Shares, to cause the Commission to notify the Company shall register the resale of the Commission's willingness Registrable Shares on such other form as is available to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3ii) use its commercially reasonable efforts to cause such Resale Registration Statement required by Section 4.15(a)(i) to be declared effective as soon as practicable following the receipt of Stockholder Approval, but no later than ten (10) days following the receipt of Stockholder Approval (or, in the event the Staff reviews and has oral or written comments to the Resale Registration Statement, within forty (40) days following the Filing Date) (the earlier of the foregoing or the applicable date set forth in Section 4.15(a)(vi), the “Effectiveness Deadline”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of such Resale Registration Statement; (iii) prepare and file with the Commission such amendments and supplements to the any Resale Registration Statement Statements and the prospectus used in connection therewith as may be necessary to keep such Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.15(e) below, subject to the Registration Statement effective until the earlier of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effectCompany’s right to suspend pursuant to Section 4.15(d); (4iv) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of Purchasers such Shares) such reasonable number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of Purchasers; (v) file such other securities or blue sky laws documents as may be applicable in connection with any use of such prospectuses; (5) file documents required of the Company for normal securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by the Purchasers and use its commercially reasonable efforts to maintain such blue sky clearance in states specified in writing by qualifications during the Purchaserperiod the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.15(a)(v) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vi) upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, within three (3) Trading Days following the date of such notification, request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two (2) Trading Days later); (vii) upon notification by the Commission that that the Resale Registration Statement has been declared effective (the date of such notification, the “Effective Date”) by the Commission, file the final prospectus under Rule 424 within the applicable time period prescribed by Rule 424; (viii) advise the Purchasers promptly, and in any event within twenty-four (24) hours of (A) the effectiveness of the Resale Registration Statement or any post-effective amendments thereto, (B) any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto, (C) the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes and (D) the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (ix) cause all Registrable Shares to be listed on each securities exchange on which equity securities by the Company are then listed, if any; and (6x) bear all expenses in connection with the procedures in paragraphs (1i) through (5ix) of this Section 8.1 4.15(a) and the registration of the Registrable Shares pursuant to the on such Resale Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act Statement and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation satisfaction of the exemptions provided by (i) Rule 144 under the Securities Act, as blue sky laws of such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirementsstates.

Registration Procedures and Expenses. If and whenever the Company is required by the provisions of Section 4, 5 or 6 hereof to use its best efforts to effect the registration of any of the Restricted Stock or Original Stockholders Stock or both, as the case may be, under the Securities Act, the Company will, as promptly as possible: (a) The Company shall: prepare (1and afford one counsel for the selling holders (as designated by a majority in interest of the selling holders) as soon as practicable after the Closing, but in no event later than two (2reasonable opportunity to review and comment thereon) weeks following the Closing, prepare and file with the Commission a registration statement (which, in the Registration Statement relating case of an underwritten public offering pursuant to Section 4 hereof, shall be on Form S-1 or another form of general applicability satisfactory to the sale managing underwriter selected as therein provided) with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for the period of the Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactionsdistribution contemplated thereby (determined as hereinafter provided); (2) use its reasonable efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (3b) prepare (and afford the selected counsel for the selling holders reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the Registration Statement effective until the earlier of period specified in paragraph (ia) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the Shares may be resold by the Purchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (4) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (above and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will as comply with the applicable provisions of the Securities Act and with respect to the disposition of such other securities all Restricted Stock or blue sky laws as may be applicable in connection with Original Stockholders Stock or any use of such prospectuses; (5) file documents required of the Company for normal blue sky clearance above, as the case may be, covered by such registration statement in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (6) bear all expenses in connection accordance with the procedures sellers' intended method of disposition set forth in paragraphs (1) through (5) of this Section 8.1 and the such registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file statement for such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.period;

Registration Procedures and Expenses. (a) The Except for such times as the Company shallmay be required to suspend the use of a prospectus forming a part of the Registration Statement, the Company will: (1) as soon as practicable after the Closingpracticable, but in no event later than two sixty (260) weeks days following the ClosingClosing Date, use commercially reasonable efforts to prepare and file with the Commission the SEC a Registration Statement relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of the Nasdaq National Market or the facilities of any national securities exchange on which the Company's Common Stock is then traded or in privately-negotiated transactionsStatement; (2) use its commercially reasonable efforts subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company of the Commission's willingness to declare the Registration Statement to become effective within 60 under the Securities Act as soon as practicable, but in no event later than one hundred twenty (120) days after the Registration Statement is filed by the CompanyClosing Date; (3) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective until the earlier earliest of (i) twenty-four (24) months after the effective date of the Registration Statement or (ii) the date on which the when all Shares may can be resold by the Purchasers without registration by reason of sold pursuant to Rule 144(k) under the Securities Act Act, or any other rule of similar effect(ii) such time as all Shares purchased by the Purchasers have been sold; (4) so long as the Registration Statement is effective covering the resale of Shares owned by the Purchasers, furnish to the Purchaser Purchasers with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the PurchaserPurchasers; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser Purchasers shall be subject to the receipt by the Company of reasonable assurances from the Purchaser Purchasers that the Purchaser Purchasers will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (5) use commercially reasonable efforts to file documents required of the Company for normal blue sky Blue Sky clearance in states specified in writing by the PurchaserPurchasers; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it the Company is not now so qualified or has not so consented; and (6) bear all expenses in connection with the procedures in paragraphs (1a) through (5c) of this Section 8.1 6.1 and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any. (b) The In the event the Registration Statement is not declared effective by the SEC on or before the one hundred twentieth (120th) day after the Closing Date for a Purchaser, the Company covenants shall pay to such Purchaser liquidated damages in a cash amount equal to one thirtieth of one percent (1/30 of 1%) of the Purchase Price paid by such Purchaser for each day after such one hundred twentieth (120th) day that it will file the reports required Registration Statement is not declared effective; provided, however, that such fees in the aggregate shall in no event exceed eight percent (8%) of the Purchase Price. Further, notwithstanding the foregoing, in no event shall liquidated damages be due hereunder if the Registration Statement is not declared effective due to be filed a pending confidential treatment request submitted to the SEC by it the Company. In such an instance, the Company shall have ten (10) Trading Days following the disposition of the confidential treatment request to have the Registration Statement declared effective without the accrual of liquidated damages. (c) Notwithstanding any provision in this Agreement to the contrary, following the 30th Trading Day following the effective date of the Registration Statement, the Company’s obligations hereunder to keep a registration statement continuously in effect under the Securities Act shall be suspended (a “Suspension Period”) if, in the good faith judgment of the Company’s Board of Directors, it is advisable to suspend the use of the Prospectus included therein for a discrete period of time due to pending material corporate developments or similar material events that have not yet been publicly disclosed and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if as to which the Company is not required believes that public disclosure would be prejudicial to file such reportsthe Company or its stockholders; provided, it will, upon that the request Registration Statement shall be suspended for a total of no more than two times or for a period of more than twenty (20) days in any twelve (12) month period. Immediately after the end of any Purchaser, make publicly available other informationSuspension Period under this Section 6.1(c), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver shall take all actions that may be reasonably necessary (including filing any required supplemental prospectus) to restore the effectiveness of the applicable Registration Statement and the ability of the Purchasers to publicly resell their securities pursuant to such holder a written statement effective Registration Statement. (d) Each Purchaser will promptly notify the Company of any changes in the information set forth in the Registration Statement or Prospectus regarding the Purchaser or its plan of distribution, attached hereto as to whether it has complied with such requirements.Exhibit C.