Common use of Registration Procedures and Expenses Clause in Contracts

Registration Procedures and Expenses. (a) As soon as practicable, but in any event no later thirty (30) following the Effective Date, the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) for the purpose of registering the sale of the Shares by the Purchaser from time to time on the facilities of any securities exchange or trading system on which the common stock of the Company is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”). (b) The Company shall prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective until the earliest date, after the date on which all of the Shares have been purchased pursuant to this Agreement on which (i) all the Shares have been disposed of pursuant to the Registration Statement, (ii) all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.

Registration Procedures and Expenses. The Company is obligated to do the following: The Company shall (asubject to the Company's eligibility to use a Form S-3 Registration Statement which the Company believes it will be eligible to use), (A) As soon as practicable, but in any event no later thirty (30) within 120 days following the Effective DateInitial Closing , use its best efforts to prepare and file with the Commission a Registration Statement on Form S-3 (provided that at such time the Company is eligible to use S-3 and, if not, use its best efforts to prepare and file with the Commission a Registration Statement on Form S-3 at such later date as the Company is so eligible) in order to register with the Commission under the Securities Act a sale by the Holders in accordance with the method or methods of distribution thereof as reasonably specified by the Holders on a delayed or continuous basis pursuant to Rule 415 under the Securities Act all of the Registrable Shares (notwithstanding anything to the contrary expressed or implied herein, if a registration statement on any substitute form becomes available for registration of the Registrable Shares, the Company shall may in its sole discretion instead prepare and file with the Commission a registration statement on Form SB-2 or other applicable such substitute form as determined by at any time in order to register the Company (Registrable Shares under the “Securities Act and such registration statement will be a "Registration Statement”) " for the purpose of registering the sale of the Shares by the Purchaser from time to time on the facilities of any securities exchange or trading system on which the common stock of the Company is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall Agreement); (B) use its commercially reasonable efforts after such filing, subject to receipt of necessary information from the Holders, to cause the such Registration Statement to become effective within ninety as soon as reasonably practicable thereafter; (90C) days promptly notify each Holder, at any time when a prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the Effective Date (happening of any event as a result of which the “prospectus included in or relating to such Registration Effective Date”).Statement contains an Untrue Statement; (bD) The Company shall promptly prepare and file with the Commission Commission, and deliver to each Holder, such amendments and supplements to the such Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the such Registration Statement effective until the earliest date, after the date on which all of the Shares have been purchased pursuant and to this Agreement on which (i) all the Shares have been disposed of pursuant to the Registration Statement, (ii) all of the Shares then held by the Purchaser may be sold under comply with the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating with respect to such the sale or other disposition of all Registrable Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest until termination of such dates is referred obligation as provided in Section 2.6 below; (E) furnish to herein as each Purchaser such number of copies of prospectuses, including preliminary prospectuses, in conformity with the “Registration Period”). At any time after the end requirements of the Registration PeriodSecurities Act, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Holders; (F) file such documents as may be required of the Company may withdraw for normal securities law clearance for the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light resale of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue Registrable Shares in any material respect or which material fact is omitted from state reasonably requested by the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; Holders provided, however, that no Blackout Event may the Company shall not be deemed required in connection with this paragraph (f) to exist for more than 60 days. A “Blackout Event” means (i) qualify as a foreign corporation to do business under the laws of any jurisdiction in which it shall not then be qualified or execute a general consent to service of process in any jurisdiction or (ii) undertake any filing obligations in those states where the following: Company does not currently meet such filing requirements; (aG) the possession use its best efforts to cause all Registrable Shares to be listed on each securities exchange, quotation system, market or over-the-counter bulletin board, if any, on which equity securities by the Company are then listed or traded; (H) bear all expenses in connection with this Agreement, including, without limitation, all registration and filing fees (including all expenses incident to filing with the NASD), printing expenses, fees and disbursements of material information that is not ripe counsel for disclosure in a company, expenses of any special audits incident to or required by any such registration statement and expenses of complying with the securities or prospectusblue sky laws of any jurisdiction, as determined reasonably other than (i) fees and in good faith expenses, if any, of counsel or other advisors to the Holders and (ii) brokers commissions, discounts or fees and transfer taxes; and (I) take all reasonable actions required to prevent the entry of any stop order issued or threatened by the Chief Executive Officer Commission or the Board of Directors of the Company or that disclosure of such information in the any state regulatory authority with respect to any Registration Statement or the prospectus constituting a part thereof would be materially detrimental covering Registrable Shares, and take all reasonable actions to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, remove it if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Evententered.

Registration Procedures and Expenses. (a) As The Company shall as soon as practicable, but in any no event no later thirty (30) following than 30 days after the Effective DateClosing, the Company shall prepare and file with the Commission a registration statement on Form SB-2 S-3 (or if such form is unavailable to the Company, on such other applicable form as determined deemed appropriate for the registration of the Common Stock by the Company Commission) (the “"Registration Statement”") for the purpose of registering the sale of to register the Shares for resale by the Purchaser from time to time on the facilities of any securities exchange or trading system on which the common stock of the Company is then traded or Purchasers ("Registrable Securities") in privatelynon-negotiated underwritten, market transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective as soon as practicable thereafter. The Company shall, within ninety (90) three business days of before filing such Registration Statement, provide a draft to the Effective Date (the “Registration Effective Date”)Purchaser and its counsel for review and comment. (b) The Company shall promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep such the Registration Statement effective until the earliest date, after the first to occur of (i) such date on which when either all of the Shares Registrable Securities have been purchased sold pursuant to this Agreement on which (i) all the Shares have been disposed thereto or, by reason of pursuant to the Registration Statement, (ii) all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) of the Company has determined that all Shares then held by the Purchaser may be sold without restriction Commission under the Securities Act and has removed or any stop transfer instructions relating to such Shares and offered to cause other rule of similar effect, the Registrable Securities are no longer required to be removed registered for the sale thereof by the Purchasers in ordinary market transactions without imposition of any restrictive legends on volume limitations, or (ii) the certificates, if any representing such Shares second anniversary of the Closing (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “"Registration Period”"). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate.; (c) The Company shall take promptly furnish to the Purchaser such number of copies of prospectuses and preliminary 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 lawful action or any of the Registrable Securities by the Purchaser; (d) The Company shall promptly file documents required of the Company for normal blue sky clearance for the Registrable Securities in New York, Pennsylvania and such other states specified in writing by the Purchaser; 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, (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; (e) The Company shall promptly inform the Purchaser when any stop order has been issued with respect to the Registration StatementStatement and use its best efforts to promptly cause such stop order to be withdrawn; (f) In the event the Purchasers, at their sole expense, engage an underwriter in connection with the resale of the Shares, the Company will use commercially reasonable efforts to enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offer; (g) The Company shall notify the Purchasers whose shares are registered on a Registration Statement at any amendment thereto and 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 forming included in such registration statement, as then in effect, includes an untrue statement of a part thereof does notmaterial 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, on the Registration Effective Dateas thereafter delivered to such Purchasers of such Registrable Securities, contain 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, therein not misleading in light of the circumstances under which they are madethen existing and use its best efforts to cause each such amendment and supplement to become effective; (h) In the event the Purchasers, not misleading. Upon becoming aware at their sole expense, engage an underwriter in connection with the resale of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements)Shares, the Company shall promptly notify will use commercially reasonable efforts to furnish at the Purchaser, and, subject reasonable request of the participating Purchasers on the date that such Registrable Securities are delivered to the provisions underwriters for sale in connection with a registration pursuant to Section 7.1 (i) an opinion, dated such date, of paragraph (d)the counsel representing the Company, as soon as reasonably practicable prepare (but, subject to paragraph (d)for purposes of such registration, in no event more than five form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering addressed to the underwriters, if any, and to such Purchasers, and (5ii) business days a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the case of underwriters and to such Purchasers. In addition, if in connection with a supplement or seven Company Registration Statement (7as defined below) business days any Puchaser shall be required to become a party to an underwriting agreement, the Company will provide the opinions and letters set forth in the case of a post-effective amendmentclauses (i) and file (ii) of the preceding sentence addressed to such Purchasers; and (i) The Company shall bear all expenses in connection with the Commission a supplement or post-effective amendment procedures in this Section 7.1 and the procedures in Section 7.2 and the registration of the Shares pursuant to the Registration Statement and the Company Registration Statement (as defined in Section 7.2), other than fees and expenses, if any, of counsel or the related prospectus or file any other required document so that, as thereafter delivered advisers to the Purchaser of Shares from or the Purchaser, such prospectus will not contain Other Purchasers and any untrue statement of a material fact or omit expenses relating to state a material fact necessary to make the statements therein, in light sale of the circumstances under which they were madeRegistrable Securities by the Purchasers (including without limitation, not misleading. (d) broker's commissions, discounts or fees of any nature and transfer taxes or charges of any nature). The Company understands that the Purchaser disclaims being an underwriter, but the Purchaser being deemed an underwriter shall not be obligated to file a post-effective amendment or supplement relieve the Company of any obligations it has hereunder. A questionnaire related to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may to be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession completed by the Company of material information that Purchaser is not ripe for disclosure in a registration statement or prospectus, attached as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental Appendix I to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Eventthis Agreement.

Registration Procedures and Expenses. The Company shall: (a) As as soon as reasonably practicable, but in any no event no later thirty (30) than 90 days following the Effective Closing Date (the "Filing Date"), the Company shall prepare and file with the Commission a registration statement the Registration Statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) for the purpose of registering relating to the sale of the Shares and the Warrant Shares (together, the "Registrable Securities") by the Purchaser and the Other Purchasers from time to time on the facilities of any national securities exchange or trading system electronic quotation service on which the common stock of the Company Common Stock is then traded or in privately-negotiated transactions; (b) use its commercially reasonable efforts, which subject to receipt of necessary information from the Purchasers, to cause the Commission to declare the Registration Statement shall contain all material non-public information disclosed to effective within 60 days after the Purchaser date the Registration Statement is filed with the Commission (such date, the "Required Effective Date"). However, so long as the Company filed the Registration Statement by the Company in connection Filing Date, if the Registration Statement receives Commission review, then the Required Effective Date will be the ninetieth (90th) calendar day after the date the Registration Statement is filed with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall Commission; (c) use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”). (b) The Company shall promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Registration Statement effective until the earliest date, after the date on which all of the Shares have been purchased pursuant to this Agreement on which (i) two years after the effective date of the Registration Statement, or (ii) such time as the Registrable Securities become eligible for resale by non-affiliates pursuant to Rule 144(k) under the Securities Act of 1933; (d) furnish to the Purchaser with respect to the Registrable Securities registered under the Registration Statement (and to each underwriter, if any, of such Registrable Securities) such 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 have been disposed Registrable Securities by the Purchaser; (e) 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) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.1 and the registration of the Registrable Securities pursuant to the Registration Statement, (ii) all other than fees and expenses, if any, of counsel or other advisers to the Shares then held Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser may be sold or the Other Purchasers, if any; (g) file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the provisions of Rule 144 without limitation as to volumePurchaser promptly after filing; (h) make available, whether pursuant to Rule 144(k) or otherwisewhile the Registration Statement is effective and available for resale, or (iii) the Company has determined that all Shares then held by its Chief Executive Officer, Chief Financial Officer, and Chief Technology Officer for questions regarding information which the Purchaser may be sold without restriction under reasonably request in order to fulfill any due diligence obligation on its part. The Company understands that the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on Purchaser disclaims being an underwriter, but the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, Purchaser being deemed an underwriter shall not relieve the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the obligations it has hereunder. A questionnaire related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to be completed by the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, attached hereto as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.Appendix I.

Registration Procedures and Expenses. The Company shall: (a) As as soon as practicable, but in any no event no later thirty than 30 days after the Closing Date (30) following the Effective Date“Filing Deadline”), the Company shall prepare and file with the Commission a registration statement SEC the Resale Registration Statement on Form SB-2 S-3 (or other applicable form as determined by on Form S-1 in the event that the Company (is not eligible to use Form S-3 on the “Registration Statement”Filing Deadline) for relating to the purpose of registering the sale resale of the Shares and the Warrants Shares by the Purchaser and the Other Purchasers and of shares of Common Stock held by other stockholders of the Company from time to time on the NASDAQ Stock Exchange, or the facilities of any national securities exchange or trading system on which the common stock of the Company Common Stock is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall ; (b) use its best commercially reasonable efforts efforts, subject to receipt of necessary information from the Purchasers, to cause the SEC to declare the Resale Registration Statement to become effective within ninety (90) 60 days of after the Effective Closing Date or, if the Resale Registration Statement is selected for review by the SEC, within 90 days after the Closing Date (the “Registration Effective DateDeadline”).; (bc) The Company shall promptly prepare and file with the Commission SEC such amendments and supplements to the Resale Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Resale Registration Statement effective until the earliest date, after the date on which all of the Shares have been purchased pursuant to this Agreement on which (i) all two years after the Shares have been disposed effective date of pursuant to the Resale Registration Statement, (ii) such time as all of the Shares then held by and the Purchaser may be Warrant Shares purchased hereunder have been sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwisethe Resale Registration Statement, or (iii) such time as the Company has determined Shares and the Warrant Shares purchased hereunder become eligible for resale without any volume limitations or other restrictions pursuant to Rule 144 under the Securities Act; (d) notwithstanding anything express or implied in this Purchase Agreement or any other Agreement to the contrary, in the event that all the SEC for any reason limits the number of Shares then held and/or Warrant Shares that may be included and sold by the Purchasers in the Resale Registration Statement (it being understood and agreed that, for purposes of this Section 7, any reference to Shares and/or Warrant Shares may be a reference to (x) either the Shares and/or Warrant Shares purchased or that may be purchased by the Purchaser pursuant to this Purchase Agreement or upon exercise of any of the Warrants or (y) the shares of Common Stock and/or warrant shares purchased or that may be sold without restriction under purchased by the Securities Act and has removed Purchasers pursuant to the Agreements or upon exercise of any stop transfer instructions relating of the warrants issued pursuant to such Shares and offered to cause to be removed any restrictive legends on the certificatesAgreements, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company context may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplementsrequire), the Company shall promptly notify (i) first, reduce the Purchaser, number of Warrant Shares included in the Resale Registration Statement on behalf of the Purchasers in whole or in part (such portion shall be allocated pro rata among such Purchasers) and, subject second (after reducing the number of such Warrant Shares to zero), reduce the number of Shares included in the Resale Registration Statement on behalf of the Purchasers in whole or in part (such portion shall be allocated pro rata among such Purchasers) (such excluded Warrant Shares and/or Shares, the “Reduction Securities”), (ii) shall give the Purchasers prompt notice of the number of such Reduction Securities excluded and the Company will not be liable for any actual damages or liquidated damages under this Agreement (including, without limitation, any liquidated damages pursuant to Section 7.6 hereof) in connection with the exclusion of such Reduction Securities or in connection with any delay in the Effective Deadline arising from any interactions between the Company and the SEC with respect to the provisions number of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days Shares and/or Warrant Shares that may be included and sold by the Purchasers in the case Resale Registration Statement, and (iii) use its commercially reasonable efforts at the first opportunity that is permitted by the SEC to register for resale the Reduction Securities (or such portion thereof as the SEC will allow to be registered for resale at such time) pursuant to a new registration statement covering the resale of the Reduction Securities (or such portion thereof as the SEC will allow to be registered for resale at such time) for an offering to be made on a supplement or seven (7) business days in the case of a post-effective amendment) continuous basis pursuant to Rule 415 and shall file such new registration statement with the Commission a supplement SEC within thirty (30) calendar days following (x) the date that the SEC would allow or post-effective amendment permit such additional registration statement to be filed or (y) the Registration Statement date on which the Company first learned the date that the SEC would allow or permit such additional registration statement to be filed, whichever of (x) or (y) is the related prospectus or file any other required document so that, as thereafter delivered later date; (e) furnish to the Purchaser with respect to the Shares and the Warrant Shares registered under the Resale Registration Statement (and to each underwriter, if any, of such Shares from and Warrant Shares) such 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, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light ; (f) file documents required of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to for normal Blue Sky clearance in states specified in writing by the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout EventPurchaser; provided, however, that no Blackout Event may the Company shall not be deemed required to exist for more 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; (g) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.1 and the registration of the Shares and the Warrant Shares on behalf of the Purchasers pursuant to the Resale Registration Statement, other than 60 daysfees 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 in connection with the offering of the Shares and the Warrant Shares on behalf of the Purchasers pursuant to the Resale Registration Statement; (h) (1) by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (2) file a Current Report on Form 8-K, including the form of Agreements as exhibits thereto, with the SEC within the time required by the Exchange Act. A “Blackout Event” means From and after the issuance of such press release, the Company represents to the Purchaser that it shall have publicly disclosed all material, non-public information delivered to any of the following: (a) the possession Purchasers by the Company or any of material information that is not ripe for disclosure its Subsidiaries, or any of their respective officers, directors, employees or agents, in a registration statement or prospectus, as determined reasonably and in good faith connection with the transactions contemplated by the Chief Executive Officer Agreements. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Board Company, any of Directors its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and the Purchaser or any of its Affiliates on the other hand, in connection with the transactions contemplated by this Purchase Agreement and the Warrants shall terminate, provided that the foregoing provisions of this sentence shall not be applicable if the Purchaser is Valence Life Sciences LLC, HealthCare Ventures Strategic Fund, L.P. (“HealthCare Strategic”), HealthCare Ventures IX, L.P. (“HealthCare IX”), HealthCare Ventures VIII, L.P. (“HealthCare VIII”, and together with HealthCare Strategic and HealthCare IX, the HealthCare Parties, any affiliates of the HealthCare Parties, or Xxx Xxxxx and Company. The Company and the Purchaser shall consult with each other in issuing any other press release or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental making any public statement with respect to the business transactions contemplated hereby, and affairs of the Company; or (b) any material engagement or activity by neither the Company which would, in nor the reasonable and good faith determination of Purchaser shall issue any such press release nor otherwise make any such public statement without the Chief Executive Officer or the Board of Directors prior consent of the Company, with respect to any such press release or public statement of the Purchaser, or without the prior consent of the Purchaser, with respect to any such press release or public statement of the Company, which consent shall not unreasonably be materially adversely affected withheld or delayed, except if such disclosure is required by disclosure law, in a registration statement which case the disclosing party shall promptly provide the other party with prior notice of such press release or prospectus at such timepublic statement. Without Notwithstanding the express foregoing, the Company shall not publicly disclose the name of the Purchaser, or include the name of the Purchaser in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of the Purchaser, except (a) as required by United States federal securities law in connection with (i) any registration statement and (ii) the filing with the SEC of the Agreements and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchaser with prior notice of such disclosure permitted under this clause (b); and (i) at any time during the period commencing on the six (6) month anniversary of the date hereof and ending at such time that the Shares and the Warrant Shares may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if required the Company (1) shall fail for any reason to permit satisfy the continued sale current public information requirement under Rule 144(c) or (2) has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (each of the events described in the foregoing clause (1) or the foregoing clause (2) of this Section 7.1(i) being hereinafter referred to as a “Public Information Failure”), then the Company shall pay to the Purchaser, as partial liquidated damages and not as a penalty, with respect to any delay in or reduction of the Purchaser’s ability to sell Shares and Warrant Shares that is due to any such Public Information Failure, an amount per 30-day period equal to 1.0% of the purchase price paid by the Purchaser for its Shares pursuant to this Purchase Agreement commencing on the day that Purchaser is unable to or delayed in Selling Shares and Warrant Shares due to a Public Information Failure (pro-rated for any period totaling less than thirty (30) days) until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such Public Information Failure no longer prevents or delays the Purchaser from transferring the Shares and Warrant Shares pursuant to Rule 144; and for any such 30 day period, such payment shall be made no later than three business days following such 30 day period. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any liquidated damages pursuant to this Section 7.1(i) (x) if any registration statement covering the resale of the Shares and the Warrant Shares by the PurchaserPurchasers pursuant to an offering to be made on a continuous basis pursuant to Rule 415 promulgated under the Securities Act has been declared effective by the SEC and remains effective, a post-effective amendment (y) with respect to any Shares or supplement Warrant Shares for any period of time if the Company is obligated to pay to any Other Purchaser liquidated damages pursuant to Section 7.1(i) of the Agreement executed by such Other Purchaser with respect to such Shares or Warrant Shares for the same period of time, or (z) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchaser for the Shares and the Warrants pursuant to this Purchase Agreement. 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 hereunder. A draft of the proposed form of the questionnaire related to the Resale Registration Statement or to be completed by the prospectus constituting Purchaser is attached hereto as Appendix I. It is understood and agreed that the Company has the right to take any and all steps necessary to convert the Resale Registration Statement from a part thereof must be filed no later than Form S-1 to a Form S-3 at any time after the 61st day following commencement Company becomes eligible to do so under applicable rules and regulations of a Blackout Eventthe SEC.

Registration Procedures and Expenses. The Company is obligated to do the following: (a) As soon as practicable, but practicable following the Effective Date and in any event no later thirty than ten (3010) days following the Effective Date, the Company shall prepare and file with the Commission a one or more registration statement on Form SB-2 or other applicable form as determined statements in order to register with the Commission the resale by the Company (the “Registration Statement”) for the purpose of registering the sale Purchasers, from time to time, of the Shares by the Purchaser from time to time on through Nasdaq or the facilities of any national securities exchange or trading system on which the common stock of the Company Company's Common Stock is then traded traded, or in privately-negotiated transactions, which transactions (a "Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the SharesStatement"). The Company shall use its commercially reasonable best efforts to cause the such Registration Statement to become be declared effective within ninety (90) days of the Effective Date (the “Registration Effective Date”)as soon thereafter as reasonably possible. (b) The Company shall prepare and file with the Commission (i) such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith, (ii) such SEC Reports and (iii) such other filings required by the Commission, in each case as may be necessary to keep the Registration Statement continuously effective and not misleading until the earliest dateof (A) the second anniversary date of the Closing, after the (B) such date on which as all of the Shares have been purchased resold or (C) such time as all of the Shares held by the Purchasers can be sold within a given three-month period pursuant to this Agreement on which Rule 144 under the Securities Act. Notwithstanding the foregoing, following the effectiveness of the Registration Statement, the Company may, at any time, suspend the effectiveness of the Registration Statement for up to no longer than 30 days, as appropriate (ia "Suspension Period"), by giving notice to the Purchasers, if the Company shall have determined that the Company may be required to disclose any material corporate development. The Company will use its best efforts to minimize the length of any Suspension Period. Notwithstanding the foregoing, the Company may not suspend the effectiveness of the Registration Statement more than twice in any twelve (12) all month period. Each Purchaser agrees that, upon receipt of any notice from the Company of a Suspension Period, such Purchaser will not sell any Shares have been disposed of pursuant to the Registration StatementStatement until (i) such Purchaser is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) all such Purchaser has received copies of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volumeany additional or supplemental or amended prospectus, whether pursuant to Rule 144(k) or otherwiseif applicable, or and (iii) the Company such Purchaser has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed received copies of any stop transfer instructions relating to such Shares and offered to cause additional or supplemental filings which are incorporated or deemed to be removed any restrictive legends on the certificates, if any representing incorporated by reference in such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminateprospectus. (c) The Company shall take In order to facilitate the public sale or other disposition of all lawful action such that the Registration Statement, or any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements)shares by each Purchaser, the Company shall promptly notify the Purchaser, and, subject furnish to each Purchaser with respect to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to Shares registered under the Registration Statement or such number of copies of prospectuses, prospectus supplements and preliminary prospectuses as such Purchaser reasonably requests in conformity with the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light requirements of the circumstances under which they were made, not misleadingSecurities Act. (d) The Company shall not be obligated to file a post-effective amendment or supplement to any documents required of the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout EventCompany for normal blue sky clearance in states specified in writing by each Purchaser; provided, however, that no Blackout Event may the Company shall not be deemed required to exist for more 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. (e) Other than 60 days. A “Blackout Event” means fees and expenses, if any, of counsel or other advisers to the Purchasers, which fees and expenses shall be borne by the Purchasers, the Company shall bear all expenses (exclusive of any of brokerage fees, underwriting discounts and commissions) in connection with the following: procedures in paragraphs (a) through (d) of this Section 9.1. (f) With a view to making available to the possession Purchasers the benefits of Rule 144 promulgated under the Securities Act ("Rule 144") and any other rule or regulation of the SEC that may at any time permit a Purchaser to sell Shares to the public without registration or pursuant to 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) the second anniversary of the Closing Date or (B) such date as all of the 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 Exchange Act; and (iii) furnish to any Purchaser upon request, as long as the Purchaser owns any Shares, (A) a written statement by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by it has complied with the Chief Executive Officer or the Board of Directors reporting requirements of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting Exchange Act, (B) a part thereof would be materially detrimental to the business and affairs copy of the Company; most recent annual or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors quarterly report of the Company, and (C) such other information as may be materially adversely affected by disclosure reasonably requested in a registration statement order to avail any Purchaser of any rule or prospectus at such time. Without the express written consent regulation of the Purchaser, if required to permit SEC that permits the continued sale selling of any such Shares by without registration under the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout EventSecurities Act.

Registration Procedures and Expenses. (a) As soon as practicable, but in any event no later thirty than one hundred twenty (30120) days following the Effective Datedate of this Agreement, the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) for the purpose of registering the sale of the Shares by the Purchaser from time to time on the facilities of any securities exchange or trading system on which the common stock of the Company Common Stock is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser Purchasers by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”)as soon as practicable. (b) The Company shall prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective until the earliest date, after the date on which all of the Shares have been purchased pursuant to this Agreement or the obligation of the Purchaser to purchase the Shares pursuant to this Agreement has been terminated, on which (i) all the Shares have been disposed of pursuant to the Registration Statement, (ii) all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take Purchaser agrees to comply with all lawful action federal and state securities laws and the rules and regulations promulgated thereunder in connection with any sale by it of the Shares, whether or not such that sale is pursuant to the Registration Statement. In connection with the sale of any Shares pursuant to the Registration Statement, any amendment thereto but without limiting the generality of the foregoing sentence, the Purchaser shall (i) comply with the provisions of Regulation M promulgated under the Exchange Act, and (ii) deliver to the purchaser of Shares the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or and all relevant supplements thereto which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), have been provided by the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from on or prior to the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingapplicable delivery date. (d) The Company shall not be obligated to prepare and file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.

Registration Procedures and Expenses. The Company shall: (a) As soon as practicable, but in any event no later thirty (30) Promptly following the Effective DateClosing, the Company shall prepare and file with the Commission SEC a registration statement (the "Registration Statement") on Form SB-2 or S-3 (or, if the Company is not then eligible to use such form, on any other applicable form as determined of registration statement promulgated by the Company (SEC which would cover the “Registration Statement”resale of the Shares) for covering the purpose of registering the sale resale of the Shares by the Purchaser Investor from time to time on the facilities of any securities exchange or trading system on which the common stock of time; provided however, that the Company is then traded or in privately-negotiated transactionswill furnish to the Investor and its counsel copies of all documents proposed to be filed, which Registration Statement shall contain all material non-public information disclosed documents will be subject to the Purchaser by review of such counsel, and the Company will give reasonable consideration in connection with the issuance good faith to any comments of Investor and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use such counsel regarding such registration statement. (b) Use its commercially reasonable best efforts to cause the Registration Statement to become effective within ninety as soon as practicable, but in no event later than 90 days after the Closing Date. If the Registration Statement is not declared effective by 135 days after the Closing Date for reasons other than undue delays occasioned by the Securities and Exchange Commission and of which the Company will give Investor notice and which Investor agrees are undue delays, which agreement will not be unreasonably withheld, the Purchaser shall be entitled to receive a penalty payment accruing at the rate of fifty thousand dollars (90$50,000) days per month on the amount of the Effective Aggregate Purchase Price from the 136th day after the Closing Date (until the “Registration Effective Date”)Statement becomes effective, the accrued and unpaid amount of such payment to be paid on the last day of each month up to and including the month in which the Registration Statement becomes effective. (bc) The Company shall Use its reasonable best efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof 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 earliest date, after earlier of the date on which the Investor may sell all Shares then held by the Investor without restriction under Rule 144 of the Securities Act, or such time as no Shares are held by the Investor. Notwithstanding the foregoing, following the effectiveness of the Registration Statement, the Company may, at any time, suspend the effectiveness of such Registration Statement for up to 60 days, as appropriate (a "Suspension Period") by giving notice to the Investor, if the Company shall have determined that the Company may be required to disclose any material corporate development disclosure of which may have a material adverse effect on the Company. No more than two Suspension Periods may occur in any twelve month period unless, in the good faith judgment of the Company's Board of Directors, upon advice of counsel, the sale of Shares under the Registration Statement in reliance on this paragraph 9.1(c) would be reasonably likely to cause a violation of the Securities Act or the Exchange Act and result in potential liability to the Company. The period of any such suspension of the Registration Statement shall be added to the period of time the Company has agreed in this subsection (c) to keep the Registration Statement effective. The Company shall use its reasonable best efforts to limit the duration and number of any Suspension Periods. The Investor agrees that, upon receipt of any notice from the Company of a Suspension Period, the Investor shall discontinue disposition of the Shares have been purchased pursuant to this Agreement on which under such Registration Statement and applicable prospectus until the Investor (i) all is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) has received copies of a supplemental or amended prospectus, if applicable, and (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus.; (d) furnish to the Investor with respect to the Shares have been disposed registered under the Registration Statement such 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 (e) file documents required of the Company for normal blue sky clearance in states specified in writing by the 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) bear all expenses in connection with the procedures in paragraph (a) through (e) of this Section 9.1 and the registration of the Shares pursuant to the Registration Statement; and (g) advise the Investor, 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 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. (iih) 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 then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether resold pursuant to Rule 144(k) or otherwise, any other rule of similar effect or (iiiB) 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 has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares under the Exchange Act; and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (iii) during the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end in clause (i) of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject paragraph furnish to the provisions of paragraph Investor upon request, (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5A) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue written statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by it has complied with the Chief Executive Officer or the Board of Directors reporting requirements of the Company or that disclosure of such information in Securities Act and the Registration Statement or the prospectus constituting Exchange Act, (B) a part thereof would be materially detrimental to the business and affairs copy of the Company; 's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (bC) such other information as may be reasonably requested in order to avail the Investor of any material engagement rule or activity by the Company which would, in the reasonable and good faith determination regulation of the Chief Executive Officer or SEC that permits the Board selling of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at any such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Eventwithout registration.

Registration Procedures and Expenses. The Company shall: (a) As as soon as practicable, but in any no event no later thirty than fifteen days following (30i) following the Effective First Closing Date, in the Company shall case of the Purchased Shares and the Warrant Shares, and (ii) the Second Closing Date, in the case of the Option Shares (the “Filing Deadline”), prepare and file with the Commission a Registration Statement on Form S-3 (or, if permissible under the Rules and Regulations, a post-effective amendment to a then effective registration statement on Form SB-2 such form) relating to the resale of (x) the Purchased Shares, the Warrant Shares and the Option Shares and (y) any shares of Common Stock issued or issuable directly or indirectly with respect to the securities referred to in clause (x) by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other applicable form as determined by the Company reorganization (together, for purposes of this Section 7, the “Registration StatementRegistrable Securities”) for the purpose of registering the sale of the Shares by the Purchaser from time to time on The Nasdaq Capital Market, or the facilities of any other national securities exchange or trading system on which the common stock of the Company Common Stock is then traded or in privately-privately negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall ; (b) use its commercially reasonable efforts best efforts, subject to receipt of necessary information from the Purchasers whose securities are included therein, to cause the Commission to declare the Registration Statement to become (or post-effective amendment, as applicable) effective within ninety (90) 30 days of after the Effective applicable Closing Date or, if the Commission reviews the Registration Statement, within 120 days after the applicable Closing Date (the “Registration Effective DateDeadline”).; (bc) The Company shall promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof Prospectus as may be necessary to keep the Registration Statement effective until (the “Effectiveness Period”) the earliest date, of (i) two years after the effective date on which of the Registration Statement, or (ii) such time as the Registrable Securities become eligible for resale by non-affiliates pursuant to Rule 144(k) under the Securities Act or any other rule of similar effect, or (iii) such time as all of the Shares Registrable Securities have been purchased sold pursuant to the Registration Statement; (d) so long as the Registration Statement is effective covering the resale of the Registrable Securities owned by the Purchaser, furnish to the Purchaser with respect to the Purchased Shares, the Warrant Shares and the Option Shares registered under the Registration Statement (and to each underwriter, if any, of such Purchased Shares, the Warrant Shares and Option Shares) such 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 Registrable Securities by the Purchaser; (e) 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) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Agreement on which (i) all Section 7.1 and the Shares have been disposed registration of the Registrable Securities pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers (iiin each case except as otherwise provided herein) all of the Shares then held or underwriting discounts, brokerage fees and commissions incurred by the Purchaser may be sold under or the provisions of Rule 144 without limitation as to volumeOther Purchasers, whether if any, in connection with the offering pursuant to Rule 144(kthe Registration Statement; (g) or otherwise, or (iii) file a Form D with respect to offer and sale of the Company has determined that all Purchased Shares then held by and the Warrant Shares to the Purchaser may be sold without restriction as required under Regulation D under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered provide a copy thereof to cause to be removed any restrictive legends on the certificatesPurchaser promptly after filing; and (h) file, if any representing such Shares (not later than the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time next business day after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective First Closing Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a postCurrent Report on Form 8-effective amendment) and file K with the Commission a supplement or post-effective amendment disclosing all material terms of the transactions contemplated hereby in accordance with the applicable Rules and Regulations. 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 hereunder. A questionnaire related to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to be completed by the Purchaser is attached hereto as part of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.Appendix I.

Registration Procedures and Expenses. The Company shall: (a) As soon as practicableSubject to receipt of necessary information in writing from the Purchasers, but in any event no later thirty (30) following the Effective Date, the Company shall prepare and file with the Commission SEC as promptly as reasonably practicable but no later than five (5) business days after the execution of this Agreement by all of the parties hereto (the "Filing Date"), a registration statement on Form SB-2 or other applicable form as determined by the Company S-3 (the “"Registration Statement”") for to enable the purpose of registering the sale resale of the Shares (together with any shares of capital stock issued or issuable from time to time, with any adjustments, in exchange for or otherwise with respect to the Shares) by the Purchaser Purchasers from time to time on through the automated quotation system of the Nasdaq Stock Market (or the facilities of any national securities exchange or trading system on which the common stock of the Company Company's Common Stock is then traded traded) or in privately-negotiated transactions. If Form S-3 is not available at that time, which then the Company shall file a Registration Statement shall contain all material non-public information disclosed on such form as is then available to the Purchaser by the Company in connection with the issuance and sale effect a registration of the Shares. For purposes of this Section 7.1, subject to the term “Shares” shall include any other securities consent of the Company issued in exchange for Purchasers who have agreed to buy a majority of the Shares, which consent shall not be unreasonably withheld. (b) Use its reasonable commercial efforts, subject to receipt of necessary information from the Purchasers, to cause the Registration Statement to be declared effective by the SEC as a dividend on soon as practicable after filing, and in any event no later than sixty (60) days after the Shares or in connection with a stock split or other reorganization transaction affecting Filing Date (the Shares"Required Effective Date"). However, so long as the Company filed the Registration Statement by the Filing Date, if the Registration Statement receives SEC review, then the Required Effective Date will be ninety (90) days after the Filing Date. The Company's reasonable commercial efforts will include, but not be limited to, promptly responding to all comments received from the staff of the SEC. If the Company shall receives notification from the SEC that the Registration Statement will receive no action or review from the SEC, then the Company will, subject to its rights under Section 6.2, use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety five (905) business days of the Effective Date (the “Registration Effective Date”)after such SEC notification. (bc) The Company shall Use its reasonable commercial efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof 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 Purchaser's Shares purchased hereunder, the earliest dateof (i) the second anniversary of the date of effectiveness of the Registration Statement with respect to the Shares, after (ii) the date on which all of the Shares have been purchased pursuant to this Agreement on which (i) all the Shares have been disposed of pursuant to the Registration Statement, (ii) Purchaser may sell all of the Shares then held by the Purchaser may be sold under the provisions Purchaser, without registration or without regard to any volume limitations by reason of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, of the Securities Act or (iii) such time as all of the Company has determined that all Shares then held purchased by such Purchaser in this Offering have been sold pursuant to the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares Registration Statement (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “"Registration Period”"). At any time after the end of the Registration PeriodThereafter, the Company may shall be entitled to withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) the Purchasers shall automatically terminate. (c) The Company shall take all lawful action such that have no further right to offer or sell any of the Shares pursuant to the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated Furnish to file a post-effective each Purchaser whose Shares are included in the Registration Statement, and to its legal counsel, (i) promptly after each document is prepared and publicly distributed, filed with the SEC or received by the Company, one copy of the Registration Statement filed pursuant to this Agreement and any amendments thereto, each Preliminary Prospectus and final Prospectus and each amendment or supplement thereto; and each letter written by or on behalf of the Company to the SEC and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other than any portion of any item thereof which contains information for which the Company has sought confidential treatment); and (ii) such 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 Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the prospectus constituting a part thereof during Shares by the continuance of a Blackout Event; Purchaser, provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any the obligation of the following: (a) Company to deliver copies of Prospectuses or Preliminary Prospectuses to the possession Purchaser shall be subject to the receipt by the Company of material information 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. The Company will promptly notify by facsimile each Purchaser whose Shares are included in the Registration Statement of the effectiveness of the Registration Statement and any post-effective amendment. (e) Use its reasonable commercial efforts to (i) register and qualify the Shares covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions as each Purchaser who holds (or has the right to hold) Shares being offered reasonably requests, (ii) prepare and file in those jurisdictions any amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain their effectiveness during the Registration Period, (iii) take any other actions necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take any other actions reasonably necessary or advisable to qualify the Shares for sale in such jurisdictions. Notwithstanding the foregoing, the Company is not ripe required, in connection with such obligations, to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for disclosure this Section 6.1, (B) subject itself to general taxation in any such jurisdiction, (C) file a registration statement general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause material expense or prospectusburden to the Company, as determined reasonably and or (E) make any change in good faith by the Chief Executive Officer its Certificate of Incorporation or By-laws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders. (f) During the period when copies of the Prospectus are required to be delivered under the Securities Act or that disclosure the Exchange Act, file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of such information the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder. (g) Bear all registration expenses in connection with the procedures in paragraphs (a) through (f) of this Section 6.1 and the registration of the Shares pursuant to the Registration Statement (excluding underwriting, brokerage and other selling commissions and discounts and the fees and expenses of counsel(s) to the Purchasers). (h) Advise the Purchasers, 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 prospectus constituting initiation of any proceeding for that purpose; and it will promptly use its reasonable commercial 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. (i) It shall be a part thereof would be materially detrimental condition precedent to the business and affairs obligations of the Company; or (b) Company to take any material engagement or activity by action pursuant to this Section 6.1, that the Purchaser shall furnish to the Company which wouldsuch information regarding itself, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, Shares to be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares sold by the Purchaser, a post-effective amendment and the intended method of disposition of such Shares as shall be required to effect the registration of the Shares, all of which information shall be furnished to the Company in writing specifically for use in the Registration Statement. (j) The Company understands that each Purchaser disclaims being an underwriter, but the Purchaser 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 Purchaser is deemed an underwriter, then the period in which the Company is obligated to submit an acceleration request to the SEC shall be extended to the earlier of (i) thirty (30) days after such SEC notification, or supplement to (ii) ninety (90) days after the initial filing of the Registration Statement or with the prospectus constituting a part thereof must SEC. Notwithstanding the foregoing, the parties understand and agree that the offer and sale of the Shares pursuant to the Registration Statement shall not be filed no later than the 61st day following commencement of a Blackout Eventunderwritten.

Registration Procedures and Expenses. The Company shall: (a) As soon as practicableuse its best efforts, but in any no event no later thirty (30) than 60 days following the Effective Datedate of Closing, the Company shall to prepare and file file, with the Commission a registration statement on Form SB-2 or other applicable form Registration Statement under the Securities Act following the date of Closing, and use its reasonable best efforts to cause the Registration Statement to become effective as determined soon as practicable thereafter, relating to the resale pursuant to Rule 415 under the Securities Act of the Registrable Stock by the Company (the “Registration Statement”) for the purpose of registering the sale of the Shares by the Purchaser Holders from time to time on through the automated quotation system of Nasdaq or the facilities of any national securities exchange or trading system on which the common stock of the Company is Common Shares are then traded or in privately-negotiated transactions, which and otherwise as described in the "Plan of Distribution" section of the Company's Form F-3 Registration Statement filed on July 22, 2003; o (b) Each time the Company shall contain determine to file a Registration Statement in connection with the proposed offer and sale for money of any of its securities by it or any of its security holders, the Company will give written notice of its determination to all material non-public information disclosed Holders. Upon the written request of a Holder given within twenty (20) days after the giving of any such notice by the Company, the Company will use its best efforts to cause all such shares of Registrable Stock, the Holders of which have so requested registration thereof, to be included in such Registration Statement, all to the Purchaser extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Stock to be so registered. If the Registration Statement is to cover an underwritten distribution, the Company shall use its best efforts to cause the Registrable Stock requested for inclusion pursuant to this paragraph to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in the good faith judgment of the managing underwriter of such public offering, the inclusion of any or all of the Registrable Stock requested for inclusion pursuant to this paragraph and other securities would interfere with the successful marketing of a smaller number of shares to be offered, then the number of shares of Registrable Stock and other securities to be included in the offering (except for shares to be issued by the Company in connection an offering initiated by the Company) shall be reduced accordingly on a prorata basis with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”)security holders. (bc) The Company shall promptly and in good faith respond to all Commission's comments on the Registration Statement, and within two (2) business days of receipt of an indication from the Commission that it has no further comments, request acceleration of the effectiveness of the registration at the earliest practicable time; (d) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Registration Statement effective until the earliest dateearlier of (i) the third anniversary of the Closing Date, after (ii) the date following exercise of the Warrants on which the Holder may sell all the Shares then held by the Holder within a three-month period in accordance with Rule 144 under the Securities Act ("Rule 144"), or (iii) such time as all the Registrable Stock purchased by the Holder have been sold pursuant to a registration statement; (e) so long as the Registration Statement is effective covering the resale of the Registrable Stock owned by the Holders, furnish to the Holder such reasonable number of copies of prospectuses and such other documents as the Holders may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Stock; (f) file documents required of the Company for 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 so qualified or has not so consented; (g) bear all expenses in connection with the procedures in paragraphs (a) through (f) of this Section 7.2 and the registration of the Shares have been purchased pursuant to this Agreement on which (i) all the and Warrant Shares have been disposed of pursuant to the Registration Statement, except for any underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any; and (h) with a view to making available to the 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 the Purchaser to sell the Shares and Warrant 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 Purchaser's Shares and Warrant Shares may be resold within a given three-month period pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Purchaser's Shares and Warrant Shares shall have been resold and (ii) file with the Commission in a timely manner all reports and other documents required of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to under the Exchange Act. (i) notify the Holders participating in such Shares and offered to cause to be removed any restrictive legends on the certificatesregistration, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time promptly after the end it shall receive notice thereof, of the Registration Period, the Company may withdraw the date and time when such Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any each post-effective amendment thereto and the has become effective or a supplement to any prospectus forming a part thereof does notof such Registration Statement has been filed; (j) notify the Holders participating in such registration promptly of any request by the Commission or any state securities commission or agency for the amending or supplementing of such Registration Statement or prospectus or for additional information; (k) prepare and promptly file with the Commission, on and promptly notify such participating Holders of the filing of, such amendments or supplements to such Registration Effective DateStatement or prospectus as may be necessary to correct any statements or omissions if, contain at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements thereintherein not misleading; (l) advise such participating Holders, in light promptly after it shall receive notice or obtain knowledge thereof, of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence issuance of any event stop order by the Commission or any state securities commission or agency suspending the discovery effectiveness of any facts during the Registration Period that make any statement of a material fact made in the such Registration Statement or the related prospectus untrue in initiation or threatening of any material respect proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or which material fact is omitted from to obtain its withdrawal if such stop order should be issued; (m) cooperate with the Holders to facilitate the timely preparation and delivery (under normal way settlement procedures) of certificates representing securities to be sold pursuant to any Registration Statement or related prospectus that requires the making free of any changes restrictive legends and in such denominations and registered in such names as Holders may request prior to sales of securities pursuant to such Registration Statement; (n) comply with all applicable rules and regulations of the Commission and shall make generally available as soon as practicable after the effective date of the applicable Registration Statement or related prospectus so that it will not contain any untrue an earnings statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to satisfying the provisions of paragraph Section 11(a) of the Securities Act; (d), as soon as reasonably practicable prepare (but, subject o) permit the Purchaser to paragraph (d), in no event more than five (5) business days in assign the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment rights under this Section 7 to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of person in connection with a material fact or omit to state a material fact necessary to make the statements therein, in light transfer of the circumstances under which they were made, not misleadingRegistrable Stock. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.

Registration Procedures and Expenses. (a) As soon SFC shall use its best reasonable efforts to effect the registration of the Shares under the Securities Act for sale as practicable, but in any event no later thirty (30) expeditiously as reasonably possible following the Effective DateClosing by performing the following: (i) Within fifteen (15) business days following the Closing, the Company SFC shall prepare and file with the Commission SEC a registration statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) for the purpose of registering the sale of with respect to the Shares by and SFC shall use its best efforts to cause such registration statement to become and remain effective for a period of three years from the Purchaser from time Closing Date and shall take such action as is necessary under applicable state securities laws to time on permit the facilities of any securities exchange or trading system on which the common stock of the Company is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes The Shareholders' plan of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on distribution with respect to the Shares shall be as follows: (a) sale of Shares from time to time by the selling Shareholders or in connection with a stock split by pledgees, donees, transferees or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”). successors in interest; (b) The Company shall prepare a block trade in which the broker or dealer so engaged will attempt to sell the Shares as agent but may position and file with resell a portion of the Commission block as principal to facilitate the transaction; (c) purchases by a broker or dealer as principal and resale by such amendments broker or dealer for its own account (d) regular brokerage transactions executed on the Nasdaq Stock Market, (e) negotiated transactions effected at such prices as may be obtainable and supplements as may be satisfactory to the Registration Statement selling Shareholder, or (f) other means. If the Securities Act and/or the rules and regulations promulgated by the SEC thereunder require that such registration statement or the prospectus forming a part thereof be amended or supplemented in order to properly reflect the Shareholder's plan of distribution, the Shareholders will promptly notify SFC of such matters and cooperate with SFC in effecting such amendment or supplement. If any of the Shareholders transfer any of the Shares to a broker or dealer, he or she shall advise such transferee of the fact that the Shares are sold or are to be sold pursuant to such registration statement and of the provisions of this SECTION 8.4. (ii) SFC shall timely prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to update and keep such registration statement effective and to comply with the Registration Statement effective until provisions of the earliest dateSecurities Act with respect to the sale of all securities covered by such registration statement. Notwithstanding anything else to the contrary contained herein, after SFC shall not be required to disclose any confidential information concerning pending acquisitions not otherwise required to be disclosed. (iii) SFC shall furnish to each Shareholder such number of copies of the date on which all final prospectus as such Shareholder may reasonably request in order to facilitate the sale of the Shares have been purchased pursuant to this Agreement on which (i) owned by such Shareholder. The Shareholders shall comply with all the Shares have been disposed of pursuant to the Registration Statement, (ii) all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction prospectus delivery requirements under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminateAct. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.

Registration Procedures and Expenses. (a) As soon The Buyer shall use all reasonable efforts to effect the registration of the shares of Buyer Common Stock issued to the Seller hereunder under and in compliance with the Securities Act for sale as practicable, but in any event no later thirty (30) expeditiously as reasonably possible following the Effective DateClosing by performing the following: (i) Following the Closing, the Company Buyer shall prepare and file with the Commission a registration statement on Form SB-2 or other applicable form as determined by S-3 with respect to the Company shares of Buyer Stock issued to the Seller hereunder and use (the “Registration Statement”a) for the purpose of registering the sale of the Shares by the Purchaser shares from time to time by the Seller, any Seller Stockholder or by pledgees, donors, transferees or other successors in interest; (b) a block trade in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (c) purchases by a broker or dealer as principal and resale by such broker or dealer for its own account, (d) regular brokerage transactions executed on the facilities New York Stock Exchange, (e) negotiated transactions effected at such prices as may be obtainable and as may be satisfactory to a Seller Stockholder, or (f) other means. If the Securities Act requires that such registration statement or the prospectus forming a part thereof be amended or supplemented in order to properly reflect the Seller Stockholder's plan of distribution, the Seller Stockholder will promptly notify the Buyer of such matters and cooperate with the Buyer in effecting such amendment or supplement. If any securities exchange or trading system on which the common stock Seller Stockholder transfers any shares of the Company is then traded Buyer Stock to a broker or in privately-negotiated transactionsdealer, which Registration Statement he shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale advise such transferee of the Shares. For purposes fact that the shares are sold or to be sold pursuant to such registration statement and of the provisions of this Section 7.1, 6.08. The registration statement shall permit delayed or continuous offerings pursuant to Rule 415 under the term “Shares” shall include any other securities Securities Act until the expiration of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”)period set forth above. (bii) The Company Buyer shall prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus forming a part thereof used in connection therewith as may be necessary to update and keep such registration statement effective and to comply with the Registration Statement effective until the earliest date, after the date on which all provisions of the Shares have been purchased pursuant to this Agreement on which (i) all the Shares have been disposed of pursuant Securities Act with respect to the Registration Statementsale of all securities covered by such registration statement. Notwithstanding anything else to the contrary contained herein, the Buyer shall not be required to disclose any confidential information concerning pending acquisitions or other material information not otherwise required to be disclosed. (iii) The Buyer shall furnish to each Seller Stockholder such number of copies of the registration statement, each amendment and supplement thereto, the prospectus included in the registration statement (including each preliminary prospectus and each amendment or supplement thereto), and such other publicly-available documents such Seller Stockholder may reasonably request in order to facilitate the disposition of the shares of Buyer Stock covered by the registration statement. Subject to the Buyer's performance of its obligations under clause (iv) below, each Seller Stockholder shall comply with all prospectus delivery requirements under the Securities Act. (iv) The Buyer shall notify each Seller Stockholder, at any time when a prospectus relating to the 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 the registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of the Seller or the Seller Stockholder, but subject to the provisions of Clause (ii) all of above, the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation Buyer will promptly prepare, complete, and file as necessary (and, when completed, give notice to volume, whether pursuant to Rule 144(keach Seller Stockholder) a supplement or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating amendment to such Shares and offered prospectus so that, as thereafter delivered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest purchasers of such dates is referred to herein as the “Registration Period”). At any time after the end shares of the Registration PeriodBuyer Stock, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, will not contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. (dv) The Company Buyer shall not be obligated to file a post-effective amendment or supplement cause all of the shares of Buyer Stock issued to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may Seller hereunder to be deemed to exist for more than 60 days. A “Blackout Event” means any listed on each securities exchange on which securities of the following: (a) the possession same class issued by the Company of material information that is not ripe Buyer are then listed. (vi) The Buyer shall provide a transfer agent and registrar for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors all of the Company or that disclosure shares of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental Buyer Stock issued to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no Seller hereunder not later than the 61st day following commencement effective date of a Blackout Eventthe registration statement. (vii) 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 shares of Buyer Stock included in the registration statement for sale in any jurisdiction, the Buyer shall use commercially reasonable efforts promptly to obtain the withdrawal of such order. All expenses incurred by Buyer in complying with this subsection (a), including, without limitation, all registration and filing fees, printing expenses, and fees and disbursements of counsel for the Buyer, are herein called "Registration Expenses". All Seller commissions applicable to the sales of the Buyer Stock and all fees and disbursements of counsel for any Seller Stockholder are herein called "Seller Expenses".

Registration Procedures and Expenses. The Company shall: (a) As as soon as practicable, but in any no event no later thirty (30) than [five] days following the Effective DateClosing Date (the “Filing Deadline”), the Company shall prepare and file with the Commission a registration statement the Registration Statement on Form SB-2 or other applicable form as determined by S-3 relating to the Company (the “Registration Statement”) for the purpose of registering the sale resale of the Shares by the Purchaser and the Other Purchasers from time to time on the [Stock Exchange], or the facilities of any national securities exchange or trading system on which the common stock of the Company Common Stock is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”).; (b) The Company shall use its best efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to declare the Registration Statement effective [upon filing]16 OR [[within [30] days or, if the Registration Statement is selected for review by the Commission, [90] days after the Closing Date]17 (the “Effective Deadline”)]; (c) promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Registration Statement effective until the earliest date, earlier18 of (i) one year19 after the effective date on which of the Registration Statement, or (ii) such time as the Shares become eligible for resale by each of the Purchasers without any volume limitations or other restrictions pursuant to Rule 144 under the Securities Act or any other rule of similar effect; provided that, for the avoidance of doubt, in no event shall the Company have any obligation to keep the Registration Statement effective after such time as all of the Shares have been purchased sold pursuant to this Agreement on which the Registration Statement or Rule 144; (id) all furnish to the Purchaser with respect to the Shares have been disposed registered under the Registration Statement (and to each underwriter, if any, of such Shares) such 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; (e) 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) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.1 and the registration of the Shares pursuant to the Registration Statement, (ii) all 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 in connection with the offering of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto ; (g) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to the prospectus forming Purchaser promptly after filing; (h) issue a part thereof does not, press release describing the transactions contemplated by this Agreement on the Registration Effective Closing Date; and (i) in order to enable the Purchasers to sell the Shares under Rule 144 to the Securities Act, contain an untrue statement for a period of a material fact or omit one year from Closing,20 use its commercially reasonable efforts to state a material fact 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, and to timely file all reports required to be stated therein or necessary to make filed by the statements thereinCompany under the Exchange Act.21 The Company understands that the Purchaser disclaims being an underwriter, in light but the Purchaser being deemed an underwriter shall not relieve the Company of any obligations it has hereunder. A draft of the circumstances under which they are made, not misleading. Upon becoming aware proposed form of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the questionnaire related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to be completed by the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, attached hereto as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.Appendix I.

Registration Procedures and Expenses. The Company shall: (a) As Subject to receipt of necessary information in writing from the Investors, prepare and file with the SEC, as soon as practicable, but in any no event no later than the earliest of thirty (30) following days after the Effective Date, Closing Date or seven (7) days after the Company shall prepare and file with the Commission filing of a registration statement on Form SB-2 S-1 or other applicable form as determined Form S-2 by the Company (the “Registration Statement”"FILING DATE"), a registration statement on Form S-3 (the "REGISTRATION STATEMENT") for to enable the purpose of registering the sale resale of the Shares (together with any shares of capital stock issued or issuable from time to time, with any adjustments, in exchange for or otherwise with respect to the Shares) by the Purchaser Investors from time to time on through the automated quotation system of the Nasdaq Stock Market (or the facilities of any national securities exchange or trading system on which the common stock of the Company Company's Common Stock is then traded traded) or in privately-negotiated transactions. If Form S-3 is not available at that time, which then the Company will file a Registration Statement shall contain all material non-public information disclosed on such form as is then available to the Purchaser by the Company in connection with the issuance and sale effect a registration of the Shares. For purposes , subject to the consent of this Section 7.1, the term “Shares” shall include any other securities a majority of the Investors, which consent shall not be unreasonably withheld. (b) Use its reasonable commercial efforts, subject to receipt of necessary information from the Investors, to cause the Registration Statement to be declared effective by the SEC as soon as practicable after filing, and in any event no later than the ninetieth (90th) day after the Closing Date (the "REQUIRED EFFECTIVE DATE"). However, so long as the Company issued in exchange for filed the SharesRegistration Statement by the Filing Date, as a dividend on if the Shares or in connection with a stock split or other reorganization transaction affecting Registration Statement receives SEC review, then the SharesRequired Effective Date will be the 120th day after the Closing Date. The Company's reasonable commercial efforts will include, but not be limited to, promptly responding to all comments received from the staff of the SEC. If the Company shall receives notification from the SEC that the Registration Statement will receive no action or review from the SEC, then the Company will, subject to its rights under Section 5.2, use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety five (905) business days of the Effective Date (the “Registration Effective Date”)after such SEC notification. (bc) The Company shall Use its reasonable commercial efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof 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 earliest dateof (i) the second anniversary of the date of effectiveness of the Registration Statement with respect to the Shares, after (ii) the date on which all of the Shares have been purchased pursuant to this Agreement on which (i) all the Shares have been disposed of pursuant to the Registration Statement, (ii) all of the Shares then held by the Purchaser Investor may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that sell all Shares then held by the Purchaser may be sold Investor, without restriction under registration or without regard to any volume limitations by reason of Rule 144(k) of the Securities Act and has removed any stop transfer instructions relating or (iii) such time as all Shares purchased by such Investor in this Offering have been sold pursuant to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares a Registration Statement (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”"REGISTRATION PERIOD"). At any time after the end of the Registration PeriodThereafter, the Company may shall be entitled to withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) the Investors shall automatically terminate. (c) The Company shall take all lawful action such that have no further right to offer or sell any of the Shares pursuant to the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated Furnish to file each Investor whose Shares are included in a post-effective Registration Statement, and to its legal counsel, (i) promptly after each document is prepared and publicly distributed, filed with the SEC or received by the Company, one copy of any Registration Statement filed pursuant to this Agreement and any amendments thereto, each Preliminary Prospectus and final Prospectus and each amendment or supplement thereto; and each letter written by or on behalf of the Company to the SEC and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other than any portion of any item thereof which contains information for which the Company has sought confidential treatment); and (ii) such 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 prospectus constituting a part thereof during Shares by the continuance of a Blackout Event; Investor, provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any the obligation of the following: (a) Company to deliver copies of Prospectuses or Preliminary Prospectuses to the possession Investor shall be subject to the receipt by the Company of material information reasonable assurances from the Investor that the 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. The Company will promptly notify by facsimile each Investor whose Shares are included in any Registration Statement of the effectiveness of the Registration Statement and any post-effective amendment. (e) Use its reasonable commercial efforts to (i) register and qualify the Shares covered by a Registration Statement under such other securities or Blue Sky laws of such jurisdictions as each Investor who holds (or has the right to hold) Shares being offered reasonably requests, (ii) prepare and file in those jurisdictions any amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain their effectiveness during the Registration Period, (iii) take any other actions necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take any other actions reasonably necessary or advisable to qualify the Shares for sale in such jurisdictions. Notwithstanding the foregoing, the Company is not ripe required, in connection with such obligations, to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for disclosure this Section 5.1, (B) subject itself to general taxation in any such jurisdiction, (C) file a registration statement general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause material expense or prospectusburden to the Company, as determined reasonably and or (E) make any change in good faith by the Chief Executive Officer its Certificate of Incorporation or By-laws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders. (f) During the period when copies of the Prospectus are required to be delivered under the Securities Act or that disclosure the Exchange Act, file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of such information the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder. (g) Bear all registration expenses in connection with the procedures in paragraphs (a) through (f) of this Section 5.1 and the registration of the Shares pursuant to the Registration Statement (excluding underwriting, brokerage and other selling commissions and discounts and the fees and expenses of counsel(s) to the Investors). (h) 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 prospectus constituting initiation of any proceeding for that purpose; and it will promptly use its reasonable commercial 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. (i) It shall be a part thereof would be materially detrimental condition precedent to the business and affairs obligations of the Company; Company to take any action pursuant to this Section 5.1, that the Investor shall furnish to the Company such information regarding itself, the Shares to be sold by the Investor, and the intended method of disposition of such Shares as shall be required to effect the registration of the Shares, all of which information shall be furnished to the Company in writing specifically for use in the Registration Statement. (j) 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 in which the Company is obligated to submit an acceleration request to the SEC shall be extended to the earlier of (i) the ninetieth (90th) day after such SEC notification, or (bii) any material engagement or activity by one hundred twenty (120) days after the Company which would, in the reasonable and good faith determination initial filing of the Chief Executive Officer or Registration Statement with the Board of Directors of SEC. Notwithstanding the Companyforegoing, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of parties understand and agree that the Purchaser, if required to permit the continued offer and sale of Shares by pursuant to the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must shall not be filed no later than the 61st day following commencement of a Blackout Eventunderwritten.

Registration Procedures and Expenses. The Company shall: (a) As soon as practicable, but in any event no later thirty (30) following the Effective Date, the Company shall prepare and file with the Commission a registration statement SEC on Form SB-2 SB-2, or such other applicable form as determined by appropriate ("REGISTRATION STATEMENT"), the Company resale pursuant to Rule 415 under the Securities Act of the Note Shares and Warrant Shares (the “Registration Statement”"REGISTRABLE SECURITIES") for the purpose of registering the sale of the Shares by the Purchaser from time to time on the facilities of any securities exchange or trading system market on which the common stock shares of the Company is Common Stock are then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”).specifically excluding underwritten offerings; (b) if: (i) a Registration Statement is not filed on or prior to the 45th day following the Closing Date, or (ii) a Registration Statement is not declared effective by the SEC on or prior to the 90th day following the Closing Date, or (iii) after the SEC first declares a Registration Statement effective, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and available to the holders of the Registrable Securities as to all Registrable Securities registered under such Registration Statement at any time prior to the earlier date when the Registrable Securities have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by counsel to the Company, for more than an aggregate of 20 Trading Days in any twelve month period (which need not be consecutive) (any such failure or breach being referred to as an "EVENT," and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 20 Trading Day period is exceeded, being referred to as "EVENT DATE"), then on each such Event Date, and on the same day as such Event Date in each subsequent month until the applicable Event is cured (the Event Date and each such subsequent date, a "PAYMENT DATE") the Company shall pay to each holder an amount, as partial liquidated damages and not as a penalty, equal to 2.0% of the Purchase Price paid by such holder for Securities at closing pursuant to this Securities Purchase Agreement, such payment being 1% in cash and 1% in Common Stock, PROVIDED, that in the event the Company fails to deliver such Common Stock by the 10th Trading Day following such Payment Date, such payment shall be, at the discretion of the Holder, in all cash. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. Liquidated damages payable in Common Stock pursuant to this section shall be determined by calculating the quotient of the dollar amount of such liquidated damages divided by either (1) the average of the closing bid prices of the Common Stock for the five (5) Trading Days prior to the Payment Date and (2) the closing bid price of the Common Stock on the day preceding the date such Common Stock is delivered pursuant to this SECTION 7(B), whichever of (1) and (2) yields a greater number of shares; (c) The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Purchaser and the officers, directors, agents and employees of each such Purchaser, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and expenses (collectively, "LOSSES"), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent that such information relates to such Purchaser or such Purchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto or (2) the use by such Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Purchaser of an advice or an amended or supplemented prospectus. (d) Each Purchaser shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, and each person who controls the Company, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon: (x) such Purchaser's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue statement of a material fact contained in any Registration Statement, any prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent that, (1) such untrue statements or omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent that such information relates to such Purchaser or such Purchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such prospectus or such form of prospectus or in any amendment or supplement thereto or (2) the use by such Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Purchaser of an advice or an amended or supplemented prospectus. (e) If any proceeding shall be brought or asserted against any person entitled to indemnity hereunder (an "INDEMNIFIED PARTY"), such Indemnified Party shall promptly notify the person from whom indemnity is sought (the "INDEMNIFYING PARTY") in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party. An Indemnified Party shall have the right to employ separate counsel in any such proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such proceeding; or (3) the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding. All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within fifteen (15) Trading Days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder). The indemnity agreements contained in this SECTION 7 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties. (f) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Registration Statement effective until the earliest dateearlier of (i) the second anniversary of the Closing Date, after (ii) the date on which all of the Shares have been purchased pursuant to this Agreement on which (i) Purchaser may sell all the Note Shares have been disposed of pursuant to the Registration Statement, (ii) all of the or Warrant Shares then held by the Purchaser may be sold within a three-month period in accordance with Rule 144 under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwiseSecurities Act ("RULE 144"), or (iii) such time as all the Company Note Shares and Warrant Shares which the Purchaser has determined that all a right to acquire have been sold pursuant to a registration statement; (g) so long as the Registration Statement is effective covering the resale of the Note Shares then held and Warrant Shares owned by the Purchaser, furnish to the Purchaser with respect to the Note Shares and Warrant Shares registered under the Registration Statement such reasonable number of copies of prospectuses and such other documents as the Purchaser may be sold without restriction under reasonably request, in order to facilitate the Securities Act and has removed public sale or other disposition of all or any stop transfer instructions relating to such of the Note Shares and offered to cause to be removed any restrictive legends on Warrant Shares by the certificates, if any representing such Shares Purchaser; (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end h) file documents required of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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, for blue sky clearance in light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made states specified in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify writing by the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event 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 so qualified or has not so consented; (i) with a view to making available to the 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 the Purchaser to sell the Note Shares and Warrant 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 Purchaser's Note Shares and Warrant Shares may be deemed resold within a given three-month period pursuant to exist for more than 60 days. A “Blackout Event” means Rule 144 or any other rule of similar effect or (B) such date as all of the following: Purchaser's Shares shall have been resold and (aii) file with the possession by the Company of material information that is not ripe for disclosure Commission in a registration statement or prospectus, as determined reasonably timely manner all reports and in good faith by the Chief Executive Officer or the Board of Directors other documents required of the Company or that disclosure of such information in under the Registration Statement or Securities Act and under the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout EventExchange Act.

Registration Procedures and Expenses. The Company shall: (a) As as soon as reasonably practicable, but in any no event no later thirty than five (305) days following the Effective Second Closing Date, or if the Company Second Closing shall not have taken place, within 45 days after the Initial Closing Date, then in no event later than 45 days after the Initial Closing Date (such date, “Filing Date”), prepare and file with the Commission a registration statement the Registration Statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) for the purpose of registering S-3 relating to the sale of the Shares Securities by the Purchaser Purchaser, as well as any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or other similar event with respect to the Securities (such shares together with the Securities are collectively referred to as, the “Shares”) from time to time on the American Stock Exchange, or the facilities of any national securities exchange or trading system on which the common stock of the Company Common Stock is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed transactions (the parties acknowledge that the Company may choose to include the Purchaser Shares on a registration statement with other similar securities issued by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall Company); (b) use its commercially reasonable efforts best efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare the Registration Statement to become effective within ninety (90) 45 days of after the Effective Filing Date (such date, the “Registration Required Effective Date”).. However, so long as the Company filed the Registration Statement by the Filing Date, if the Registration Statement receives Commission review, then the Required Effective Date will be the seventy-fifth (75th) calendar day after the Filing Date; (bc) The Company shall use its best efforts to promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Registration Statement effective until the earliest date, of (i) two years after the effective date on which of the Registration Statement, or (ii) such time as the Shares become eligible for resale by non-affiliates pursuant to Rule 144(k) under the Securities Act of 1933, as amended; (d) 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 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 have been purchased by the Purchaser; (e) 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) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 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 underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any; (g) file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Purchaser promptly after filing; (h) issue a press release describing the transactions contemplated by this Agreement on which each of the Closing Dates; (i) all make available, while the Shares have been disposed Registration Statement is effective and available for resale, its Chief Executive Officer, Chief Financial Officer, and Chief Administrative Officer for questions regarding information which the Purchaser may reasonably request in order to fulfill any due diligence obligation on its part; and (j) promptly provide to the Purchaser notice of pursuant to (i) effectiveness of the Registration Statement, (ii) all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwiseany Suspension, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed issuance of any stop transfer instructions relating order with respect to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement. The Company understands that the Purchaser disclaims being an underwriter, any amendment thereto and but the prospectus forming a part thereof does not, on Purchaser being deemed an underwriter shall not relieve the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence Company of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the obligations it has hereunder. A questionnaire related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to be completed by the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingis attached hereto as Appendix II. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.

Registration Procedures and Expenses. The Company shall: (a) As soon as practicablesubject to receipt of necessary information from the Investors, but in any event no later thirty (30) following including the Effective DateRegistration Statement Questionnaire, the Company shall prepare and file with the Commission SEC, within 60 days after the Closing Date, a registration statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) for on Form S-2 to enable the purpose of registering the sale resale of the Shares by the Purchaser from time to time Investors on the facilities of any securities exchange a delayed or trading system on which the common stock continuous basis under Rule 415 of the Company is then traded or in privately-negotiated transactionsSecurities Act. (b) use best efforts, which subject to receipt of necessary information from the Investors, including the Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1Questionnaire, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) 120 days of the Effective Date (the “Registration Effective Closing Date”).; (bc) The Company shall use best efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof Prospectus (as defined in Section 5.4 below) used in connection therewith and take all such other actions as may be necessary to keep the Registration Statement current and effective until for a period (the “Registration Period”) ending, with respect to the Shares, on the earliest date, after of (i) the date on which all Shares then held by the Investor may be sold or transferred in compliance with Rule 144 under the Securities Act, (ii) the date on which all Shares then held by the Investor may be sold or transferred by a person who is not an affiliate of the Company pursuant to Rule 144 of the Securities Act (or any other similar provisions then in force) without any volume or manner of sale restrictions thereunder, or (iii) such time as all Shares held by the Investor have been sold (A) pursuant to a registration statement, (B) to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (C) in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale; (d) promptly furnish to the Investor with respect to the Shares registered under the Registration Statement such reasonable number of copies of the Registration Statement and Prospectus, including any supplements to or amendments of the Prospectus or Registration Statement, in order to facilitate the public sale or other disposition of all or any of the Shares have been purchased pursuant by the Investor; (e) promptly take such action as may be necessary to this Agreement on which (i) all qualify, or obtain, an exemption for the Shares have been disposed under such of the state securities laws of United States jurisdictions as shall be necessary to qualify, or obtain an exemption for, the sale of the Shares in states specified in writing by the 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) bear all expenses in connection with the procedures in paragraphs (a) through (e) and (g) of this Section 5.1 and the registration of the Shares pursuant to the Registration Statement, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) compliance with federal securities and state “blue sky” or otherwise, or securities laws; (iii) expenses of printing (including printing certificates for the Shares and Prospectuses); (iv) all application and filing fees in connection with listing the Shares on any Trading Market, if applicable; and (v) all fees and disbursements of counsel of the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end independent certified public accountants of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout EventCompany; provided, however, that no Blackout Event may the Investor shall be deemed responsible for paying the underwriting commissions or brokerage fees, and taxes of any kind (including, without limitation, transfer taxes) applicable to exist for more than 60 days. A “Blackout Event” means any disposition, sale or transfer of the followingInvestor’s Shares. The Company shall, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties); and (g) advise the Investors, within two business days by e-mail, fax or other type of communication, and, if requested by such person, confirm such advice in writing: (ai) after it shall receive notice or obtain knowledge of the possession issuance of any stop order by the Company SEC delaying or suspending the effectiveness of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or of the prospectus constituting a part thereof would initiation or threat of any proceeding for that purpose, or any other order issued by any state securities commission or other regulatory authority suspending the qualification or exemption from qualification of such Shares under state securities or “blue sky” laws; and it will promptly use its reasonable best efforts to prevent the issuance of any stop order or other order or to obtain its withdrawal at the earliest possible moment if such stop order or other order should be materially detrimental issued; and (ii) when the Prospectus or any supplements to or amendments of the Prospectus have been filed, and, with respect to the business and affairs of the Company; Registration Statement or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or thereto, when the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Eventsame has become effective.

Registration Procedures and Expenses. The Company shall: (a) As as soon as reasonably practicable, but in any no event no later than thirty (30) days following the Effective Closing Date, the Company shall prepare and file with the Commission a registration statement the Registration Statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) for the purpose of registering S-3 relating to the sale of the Shares by the Purchaser and the Other Purchasers from time to time on the American Stock Exchange or the facilities of any national securities exchange or trading system on which the common stock of the Company Common Stock is then traded or in privately-negotiated transactions; (b) use its best efforts, which subject to receipt of necessary information from the Purchasers and notwithstanding the liquidated damages provision of this paragraph, to cause the Commission to declare the Registration Statement shall contain all material non-public information disclosed to the Purchaser effective by the date which is 120 days after the Closing Date (the “Effectiveness Target Date”). If the Commission does not declare the Registration Statement effective by the Effectiveness Target Date, the Company shall become obligated to pay to each “Holder” (defined in connection with the issuance Section 7.2(b)) an amount in cash, as liquidated damages and sale not as a penalty, equivalent to 1% of the Shares. For purposes of this Section 7.1, aggregate purchase price paid by such Holder for any Shares then held by such Holder for each full month that effectiveness is delayed beyond the term “Shares” shall include any other securities of the Company issued in exchange Effectiveness Target Date (pro-rated on a daily basis for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Sharespartial months). The Company shall use its commercially reasonable efforts pay in full any liquidated damages pursuant to cause this Section 7.1(b) within 30 days after the Registration Statement date on which the Company becomes obligated to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”)pay such damages. (bc) The Company shall use its best efforts to promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Registration Statement effective until the earliest date, of (i) two years after the effective date on which of the Registration Statement, or (ii) such time as the Shares become eligible for resale by non-affiliates pursuant to Rule 144(k) under the Securities Act of 1933, as amended; (d) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such 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 have been purchased pursuant by the Purchaser; (e) 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) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Agreement on which (i) all Section 7.1 and the registration of the Shares have been disposed of pursuant to the Registration Statement, (ii) all other than fees and expenses, if any, of counsel or other advisers to the Shares then held Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any; (g) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to the 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 available for resale, its Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer for questions regarding information which the Purchaser may be sold under reasonably request in order to fulfill any due diligence obligation on its part. The Company understands that the provisions of Rule 144 without limitation as to volumePurchaser disclaims being an underwriter, whether pursuant to Rule 144(k) or otherwise, or (iii) but the Purchaser being deemed an underwriter shall not relieve the Company of any obligations it has determined that all Shares then held hereunder. A draft of the proposed form of the Registration Statement is included in the Private Placement Memorandum and a questionnaire related thereto to be completed by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein attached hereto as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.Appendix I.

Registration Procedures and Expenses. The Company shall: (a) As soon as practicableuse its commercially reasonable efforts, but in any no event no later thirty (30) following the Effective Datethan February 28, the Company shall 2005, to prepare and file file, with the Commission a registration statement on Form SB-2 or other applicable form Registration Statement under the Securities Act following the date of Closing, and use its reasonable best efforts to cause the Registration Statement to become effective as determined by soon as practicable thereafter, relating to the Company (resale pursuant to Rule 415 under the “Registration Statement”) for the purpose of registering the sale Securities Act of the Shares (“Registrable Stock”) by the Purchaser holders thereof (“Holders”) from time to time on through the automated quotation system of Nasdaq or the facilities of any national securities exchange or trading system on which the common stock of the Company is Common Shares are then traded or in privately-negotiated transactions, which ; (b) If a Registration Statement shall contain all material non-public information disclosed covering the Shares is not (i) prepared and filed by February 28, 2005 or (ii) declared effective with the Commission within one hundred and twenty days of February 28, 2005, the Company will make pro rata payments to each Purchaser as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount paid by such Purchaser on the Closing Date to the Company for any 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Shares or following the date by which the Registration Statement should have been declared effective. Such payment shall be made to each Purchaser by in cash not later than three Business Days following the end of 30-day period; (c) each time the Company shall determine to file a Registration Statement in connection with the issuance proposed offer and sale for money of any of its securities by it or any of its security holders, the Company will give written notice of its determination to all Holders. Upon the written request of a Holder given within twenty (20) days after the giving of any such notice by the Company, the Company will use its commercially reasonable efforts to cause all such shares of Registrable Stock, the Holders of which have so requested registration thereof, to be included in such Registration Statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the SharesRegistrable Stock to be so registered. For purposes of this Section 7.1If the Registration Statement is to cover an underwritten distribution, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registrable Stock requested for inclusion pursuant to this paragraph to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in the good faith judgment of the managing underwriter of such public offering, the inclusion of any or all of the Registrable Stock requested for inclusion pursuant to this paragraph and other securities would interfere with the successful marketing of a smaller number of shares to be offered, then the number of shares of Registrable Stock and other securities to be included in the offering (except for shares to be issued by the Company in an offering initiated by the Company) shall be reduced accordingly on a pro rata basis with the other security holders; (d) promptly and in good faith respond to all Commission’s comments on the Registration Statement to become effective Statement, and within ninety two (902) business days of receipt of an indication from the Effective Date (Commission that it has no further comments, request acceleration of the “Registration Effective Date”).effectiveness of the registration at the earliest practicable time; (be) The Company shall prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Registration Statement effective until the earliest dateearlier of (i) the third anniversary of the Closing Date, after (ii) the date on which the Holder may sell all the Shares then held by the Holder within a three-month period in accordance with Rule 144 under the Securities Act (“Rule 144”), or (iii) such time as all the Registrable Stock purchased by the Holder have been sold pursuant to a registration statement; (f) so long as the Registration Statement is effective covering the resale of the Registrable Stock owned by the Holders, furnish to the Holder such reasonable number of copies of prospectuses and such other documents as the Holders may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Stock; (g) file documents required of the Company for 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 so qualified or has not so consented; (h) bear all expenses in connection with the procedures in paragraphs (a) through (f) of this Section 7.2 and the registration of the Shares have been purchased pursuant to this Agreement on which (i) all the Shares have been disposed of pursuant to the Registration Statement, except for any underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any; and (i) with a view to making available to the 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 the Purchaser to sell the 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 Purchaser’s Shares may be resold within a given three-month period pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Purchaser’s Shares shall have been resold and (ii) file with the Commission in a timely manner all reports and other documents required of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to under the Exchange Act. (j) notify the Holders participating in such Shares and offered to cause to be removed any restrictive legends on the certificatesregistration, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time promptly after the end it shall receive notice thereof, of the Registration Period, the Company may withdraw the date and time when such Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any each post-effective amendment thereto and the has become effective or a supplement to any prospectus forming a part thereof does notof such Registration Statement has been filed; (k) notify the Holders participating in such registration promptly of any request by the Commission or any state securities commission or agency for the amending or supplementing of such Registration Statement or prospectus or for additional information; (l) prepare and promptly file with the Commission, on and promptly notify such participating Holders of the filing of, such amendments or supplements to such Registration Effective DateStatement or prospectus as may be necessary to correct any statements or omissions if, contain at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements thereintherein not misleading; (m) advise such participating Holders, in light promptly after it shall receive notice or obtain knowledge thereof, of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence issuance of any event stop order by the Commission or any state securities commission or agency suspending the discovery effectiveness of any facts during the Registration Period that make any statement of a material fact made in the such Registration Statement or the related prospectus untrue in initiation or threatening of any material respect proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or which material fact is omitted from to obtain its withdrawal if such stop order should be issued; (n) cooperate with the Holders to facilitate the timely preparation and delivery (under normal way settlement procedures) of certificates representing securities to be sold pursuant to any Registration Statement or related prospectus that requires the making free of any changes restrictive legends and in such denominations and registered in such names as Holders may request prior to sales of securities pursuant to such Registration Statement; (o) comply with all applicable rules and regulations of the Commission and shall make generally available as soon as practicable after the effective date of the applicable Registration Statement or related prospectus so that it will not contain any untrue an earnings statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to satisfying the provisions of paragraph Section 11(a) of the Securities Act; (d), as soon as reasonably practicable prepare (but, subject p) permit the Purchaser to paragraph (d), in no event more than five (5) business days in assign the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment rights under this Section 7 to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of person in connection with a material fact or omit to state a material fact necessary to make the statements therein, in light transfer of the circumstances under which they were made, not misleadingRegistrable Stock. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.

Registration Procedures and Expenses. (a) As soon as practicable, but practicable following the Closing Date and in any event no later thirty than forty-five (3045) days following the Effective Closing Date, the Company shall prepare and file with the Commission SEC, and thereafter shall use its reasonable best efforts to cause to be declared effective, a shelf registration statement on Form SB-2 or other applicable an appropriate form as determined under the Securities Act relating to the offer and sale of the Shares, the Warrant Shares and the Conversion Shares (together, the "Registrable Securities") by the Company to the Purchasers and/or the Holders (as defined in the “Registration Statement”Note Purchase Agreement) for the purpose of registering the sale of the Shares Notes and by the Purchaser any holders thereof from time to time on time, in accordance with the methods of distribution set forth in such shelf registration statement, through The Nasdaq National Market or the facilities of any national securities exchange or trading system on which the common stock of the Company Company's Common Stock is then traded traded, or in privately-negotiated transactions, which transactions (a "Shelf Registration Statement shall contain all material non-public information disclosed to the Purchaser Statement"). All shares of Common Stock acquired by the Company in connection with Purchasers pursuant to Section 2 or upon the issuance and sale exercise of the Shares. For purposes Warrants acquired by the Purchasers pursuant to Section 2, or upon the conversion of this Section 7.1any Note, the term “Shares” shall include any other securities of the Company issued be included in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the such Shelf Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”)Statement. (b) The Company shall prepare use its reasonable best efforts (including, without limitation, the preparation and file filing with the Commission such SEC of amendments and supplements to the Shelf Registration Statement and the a prospectus forming a part thereof as may to be necessary used in connection therewith) to keep the Shelf Registration Statement continuously effective and not misleading for a period of five (5) years from the Closing Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective until during the earliest date, after requisite period if it takes any action that would result in the date on which all holders of the Shares have been purchased pursuant Registrable Securities covered thereby not being able to this Agreement on which offer and sell such Registrable Securities during that period, unless such action is required by applicable law. Notwithstanding the foregoing, following the effectiveness of the Shelf Registration Statement, the Company may, at any time, suspend the effectiveness of the Shelf Registration Statement for up to no longer than seventy-five (75) days, as appropriate (a "Suspension Period"), by giving notice to the Purchasers and Holders of the Notes, if (i) all the Shares Company shall have been disposed determined that the Company may be required to disclose any material corporate development or (ii) the Company shall be involved in an underwritten public offering of its securities. The Company will use its best efforts to minimize the length of any Suspension Period. Notwithstanding the foregoing, no more than two Suspension Periods may occur in any twelve (12) month period. Each Purchaser and Holder of a Note agrees that, upon receipt of any notice from the Company of a Suspension Period, it will not sell (subject to the limitations on the Company set forth above) any Registrable Securities pursuant to the Shelf Registration StatementStatement until (i) such Purchase or Holder of a Note is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) all such Purchaser or Holder of the Shares then held by the Purchaser may be sold under the provisions a Note has received copies of Rule 144 without limitation as to volumeany additional or supplemental or amended prospectus, whether pursuant to Rule 144(k) or otherwiseif applicable, or and (iii) the Company such Purchaser or Holder of a Note has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed received copies of any stop transfer instructions relating to such Shares and offered to cause additional or supplemental filings which are incorporated or deemed to be removed any restrictive legends on the certificates, if any representing incorporated by reference in such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminateprospectus. (c) The Company shall take In order to facilitate the public sale or other disposition of all lawful action such that the Registration Statement, or any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware Registrable Securities by the Purchasers and Holders of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements)Notes, the Company shall promptly notify the Purchaser, and, subject furnish to the provisions Purchasers with respect to the Registrable Securities registered under the Shelf Registration Statement such number of paragraph (d)copies of prospectuses, prospectus supplements and preliminary prospectuses as soon as the Purchasers and Holders of the Notes reasonably practicable prepare (but, subject to paragraph (d), request in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file conformity with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light requirements of the circumstances under which they were made, not misleadingSecurities Act. (d) The Company shall file any documents required of the Company for normal blue sky clearance in states specified in writing by the Purchasers or Holders of the Notes; PROVIDED, HOWEVER, that the Company shall not be obligated required to file a post-effective amendment qualify to do business or supplement consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (e) Other than fees and expenses, if any, of counsel or other advisers to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any Purchasers and Holders of the following: Notes, which fees and expenses shall be borne by them (except as referred to in Section 12.8 below), the Company shall bear all expenses (exclusive of any brokerage fees, underwriting discounts and commissions) in connection with the procedures in paragraphs (a) the possession by the Company through (d) of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Eventthis Section 10.1.

Registration Procedures and Expenses. (a) As soon as practicable, but in any event no later thirty than sixty (3060) days following the Effective Datedate of this Agreement, the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) for the purpose of registering the sale of the Shares by the Purchaser from time to time on the facilities of any securities exchange or trading system on which the common stock of the Company Common Stock is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety as soon as practicable. The Company may include in the Registration Statement (90i) days up to 1,000,000 shares of Common Stock held by Infinium Investment Partners, LLC, and (ii) up to 3,000,000 shares of Common Stock held by other holders of Common Stock designated by the Company; provided that the Company has used its best efforts to cause such other holders to enter into a customary lock-up agreement pursuant to which they agree not to sell any shares of Common Stock during the six month period immediately following the Effective Date (other than pursuant to the “Registration Effective Date”)Statement. (b) The Company shall prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective until the earliest date, after the date on which all of the Shares have been purchased pursuant to this Agreement or the obligation of the Purchaser to purchase the Shares pursuant to this Agreement has been terminated, on which (i) all the Shares have been disposed of pursuant to the Registration Statement, (ii) all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take Purchaser agrees to comply with all lawful action federal and state securities laws and the rules and regulations promulgated thereunder in connection with any sale by it of the Shares, whether or not such that sale is pursuant to the Registration Statement. In connection with the sale of any Shares pursuant to the Registration Statement, any amendment thereto but without limiting the generality of the foregoing sentence, the Purchaser shall (i) comply with the provisions of Regulation M promulgated under the Exchange Act, and (ii) deliver to the purchaser of Shares the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or and all relevant supplements thereto which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), have been provided by the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from on or prior to the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingapplicable delivery date. (d) The Company shall not be obligated to prepare and file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.

Registration Procedures and Expenses. The Company shall: (a) As soon as practicable, but in any event no later thirty (30) following the Effective Date, the Company shall use its commercially reasonable efforts to prepare and file with the Securities and Exchange Commission (“SEC”), within ninety (90) calendar days after the Closing Date, a registration statement Registration Statement on Form SB-2 S-1, or on such other applicable form as determined by is available to the Company (Company, to enable the “Registration Statement”) for the purpose of registering the sale resale of the Shares by the Purchaser Investors from time to time on the facilities of any securities exchange or trading system on which the common stock of the Company is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall time; (b) use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety effective, (90i) days in the event the Registration Statement is not reviewed by the SEC, as promptly as reasonably practicable after receipt of notice from the Effective Date SEC that the Registration Statement is subject to a “no review,” or (ii) in the “event the Registration Effective Date”).Statement is reviewed by the SEC, as soon as reasonably practicable after the satisfactory resolution or clearance of any comments received from the SEC relating to the Registration Statement; (bc) The Company shall use its commercially reasonable efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof Prospectus as may be necessary to keep the Registration Statement current and effective until (including any amendment necessary to convert the earliest date, after Registration Statement from a Form S-1 to a Form S-3) and so that such Registration Statement will not contain 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 for a period ending on the earlier of (i) the second anniversary of the Closing Date; (ii) the date on which the Investors may sell the Shares held by the Investors without restriction by the volume limitations of Rule 144(e) under the Securities Act; or (iii) such time as all Shares purchased by the Investors in this Offering have been sold (A) pursuant to a registration statement, (B) to or through a broker, dealer or underwriter in a public distribution or a public securities transaction, or (C) in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale; (d) notify the Investors as promptly as reasonably practicable (and if requested confirm such notice in writing) following (i) the SEC’s notifing the Company whether there will be a “review” of a Registration Statement and the SEC’s issuance of comments in writing on such Registration Statement (and upon request by an Investor, the Company shall provide the Investor true and complete copies of any such SEC comment letter and all written responses thereto); (ii) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (iii) any request by the SEC for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iv) the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Shares have been purchased pursuant or the initiation of any proceedings for that purpose; (v) the receipt by the Company of any notification with respect to this Agreement on which (i) all the suspension of the qualification or exemption from qualification of any of the Shares have been disposed for sale in any jurisdiction, or the initiation or threatening of pursuant any proceeding for such purpose; and (vi) the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to the be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, (ii) all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) Prospectus or otherwise, or (iii) the Company has determined other documents so that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, they will not contain 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 light of the circumstances under which they are were made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of ; (e) when eligible to use Form S-3, file a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or to convert it to Form S-3 and use its commercially reasonable efforts to cause the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement to become effective as soon as reasonably practicable after the filing of the amendment; (f) furnish to each Investor such number of copies (in paper or electronic version) of the prospectus constituting a part thereof during Registration Statement and the continuance Prospectus (including each amendment and supplement thereto), as such Investor may reasonably request, in order to facilitate the public sale or other disposition of a Blackout Eventall or any of the Shares by the Investor; (g) file documents required of the Company for normal blue sky clearance in states specified in writing by the Investors; provided, however, that no Blackout Event may the Company shall not be deemed required to exist for more 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; (h) bear all expenses (other than 60 days. A “Blackout Event” means underwriting discounts and commissions, if any, and any expenses of counsel to any Investor) in connection with the following: procedures in paragraph (a) through (e) of this Section 1 and the possession registration of the Shares pursuant to the Registration Statement; (i) with a view to making available to the Investors the benefits of Rule 144 or other rule that may permit the Investors 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 Investors’ Shares may be resold pursuant to Rule 144 or (B) such date as all of the Investors’ Shares shall have been sold; (ii) file with the SEC all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to each Investor upon request when appropriate to do so (A) a written statement that the Company has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) 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; and (j) cause all such Shares registered pursuant hereto to be listed on Nasdaq and each other securities exchange on which similar securities issued by the Company of material information that is not ripe for disclosure in are then listed. It shall be a registration statement or prospectus, as determined reasonably and in good faith by condition precedent to the Chief Executive Officer or the Board of Directors obligations of the Company or to take any action pursuant to this Section 1 with respect to an Investor, that disclosure of such Investor shall furnish to the Company such information in and representations regarding the Registration Statement or Investor and the prospectus constituting a part thereof would Shares to be materially detrimental sold by the Investor as shall be required to effect the business and affairs registration of the Company; or (b) any material engagement or activity Shares and/or sale under Rule 144, including the information and representations required by the Company which would, in Confidential Investor Questionnaire and the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout EventSelling Stockholder Questionnaire.

Registration Procedures and Expenses. The Company shall: (ai) As soon as practicable, but in any event no later than thirty (30) business days following the Effective Initial Closing Date, the Company shall prepare and file with the Commission a the Registration Statement on Form S-1 (or such other registration statement on Form SB-2 or other applicable form as determined by which the Company (is eligible to use with respect to the “Registration Statement”resale from time to time) for relating to the purpose of registering the sale resale of the Shares by the Purchaser and the Other Purchasers from time to time on the NASDAQ or the facilities of any national securities exchange or trading system on which the common stock of the Company Common Stock is then traded or in privately-negotiated transactions; provided, which however, that if the Company seeks Shareholder Approval of the Proposal pursuant to the terms of this Agreement, the Company shall prepare and file the Registration Statement shall contain all material non-public no later than three (3) business days following the later of (a) the Final Closing Date or (b) the conclusion of the Shareholders’ Meeting pursuant to which the Requisite Shareholder Vote for Shareholder Approval was not obtained (the “Filing Deadline”); (ii) use its commercially reasonable efforts, subject to receipt of necessary information disclosed from the Purchasers, to cause the Purchaser Commission to declare the Registration Statement effective by the earlier of (i) 60 days or, if the Registration Statement is selected for review by the Commission, 90 days, after the Filing Deadline and (ii) the 5th business day after the date the Company is notified (orally or in connection with writing, whichever is earlier) by the issuance and sale of Commission that the Shares. For purposes of this Section 7.1Registration Statement will not be reviewed or will not be subject to further review (such earlier date, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall Effective Deadline”); (iii) use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”). (b) The Company shall promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Registration Statement effective until the earliest date, of (a) two (2) years after the effective date on which of the Registration Statement, (b) such time as all of the Shares have been purchased pursuant to this Agreement on which (i) all the Shares have been disposed of sold pursuant to the Registration Statement, or (iic) all of such time as the Shares then held become eligible for resale by the Purchaser may be sold under the provisions of Rule 144 non-affiliates without limitation as to volume, whether any volume limitations or other restrictions pursuant to Rule 144(k144(b)(1)(i) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed or any stop transfer instructions relating other rule of similar effect; (iv) furnish to such the Purchaser with respect to the Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw registered under the Registration Statement (and its obligations under to each underwriter, if any, of such Shares) such 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; (v) bear all expenses in connection with the procedures in paragraphs (i) through (iv) of this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that 7.2 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 amendment thereto and in connection with the prospectus forming a part thereof does not, on offering of the Shares pursuant to the Registration Effective DateStatement; (vi) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to the Purchaser promptly after filing; and (vii) in order to enable the Purchasers to sell the Shares under Rule 144 to the Securities Act, contain an untrue statement for a period of a material fact or omit one year from the Closing, use its commercially reasonable efforts to state a material fact 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 and to timely file all reports required to be stated therein or necessary to make filed by the statements therein, in light Company under the Exchange Act. The Company understands that the Purchaser disclaims being an underwriter. A draft of the circumstances under which they are made, not misleading. Upon becoming aware proposed form of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the questionnaire related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to be completed by the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, attached hereto as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.Appendix I.

Registration Procedures and Expenses. The Company is obligated to do the following: (a) As Not later than November 6, 1998, the Company shall prepare and endeavor to file with the Commission a registration statement on Form S-3 (if the Company is eligible to use such form) in order to register with the Commission the resale by the Purchasers, from time to time, of the Shares through Nasdaq or the facilities of any national securities exchange on which the Company's Common Stock is then traded, or in privately-negotiated transactions (a "Registration Statement"). The Company shall use its reasonable efforts to cause such Registration Statement to be declared effective as soon thereafter as reasonably practicable, but in any event no later thirty . (30b) following the Effective DateIf such a Registration Statement has been filed, the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”i) for the purpose of registering the sale of the Shares by the Purchaser from time to time on the facilities of any securities exchange or trading system on which the common stock of the Company is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”). (b) The Company shall prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith, (ii) such SEC Reports and (iii) such other filings required by the Commission, in each case as may be necessary to keep the Registration Statement effective and not misleading until the earliest dateof (A) the second anniversary date of the Closing Date, after the date on which or (B) such time as all of the Shares have been purchased held by the Purchasers can be sold within a given three-month period pursuant to this Agreement on which Rule 144 under the Securities Act. Notwithstanding the foregoing, following the effectiveness of the Registration Statement, the Company may, at any time, suspend the effectiveness of the Registration Statement for up to 60 days, as appropriate (ia "Suspension Period"), by giving notice to the Purchasers, if the Company shall have determined that the Company may be required to disclose any material corporate development. Notwithstanding the foregoing, the Company may not suspend the effectiveness of the Registration Statement more than twice during any twelve (12) all month period. Each Purchaser agrees that, upon receipt of any notice from the Company of a Suspension Period, such Purchaser will not sell any Shares have been disposed of pursuant to the Registration StatementStatement until (i) such Purchaser is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) all such Purchaser has received copies of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volumeany additional or supplemental or amended prospectus, whether pursuant to Rule 144(k) or otherwiseif applicable, or and (iii) the Company such Purchaser has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed received copies of any stop transfer instructions relating to such Shares and offered to cause additional or supplemental filings which are incorporated or deemed to be removed any restrictive legends on the certificates, if any representing incorporated by reference in such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminateprospectus. (c) The Company shall take In order to facilitate the public sale or other disposition of all lawful action such that the Registration Statement, or any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements)Shares by each Purchaser, the Company shall promptly notify the Purchaser, and, subject furnish to each Purchaser with respect to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to Shares registered under the Registration Statement or such number of copies of prospectuses, prospectus supplements and preliminary prospectuses as such Purchaser reasonably requests in conformity with the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light requirements of the circumstances under which they were made, not misleadingSecurities Act. (d) The Company shall not be obligated to file a post-effective amendment or supplement to any documents required of the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout EventCompany for normal blue sky clearance in states specified in writing by each Purchaser; provided, however, that no Blackout Event may the Company shall not be deemed required to exist for more 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. (e) Other than 60 days. A “Blackout Event” means fees and expenses, if any, of counsel or other advisers to the Purchasers, which fees and expenses shall be borne by the Purchasers, the Company shall bear all expenses (exclusive of any of brokerage fees, underwriting discounts and commissions) in connection with the following: procedures in paragraphs (a) through (d) of this Section 8.1. (f) With a view to making available to the possession Purchasers the benefits of Rule 144 promulgated under the Securities Act ("Rule 144") and any other rule or regulation of the SEC that may at any time permit a Purchaser to sell Shares to the public without registration or pursuant to 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) the second anniversary of the Closing Date or (B) such date as all of the 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 Exchange Act; and (iii) furnish to any Purchaser upon request, as long as the Purchaser owns any Shares, (A) a written statement by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by it has complied with the Chief Executive Officer or the Board of Directors reporting requirements of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting Exchange Act, (B) a part thereof would be materially detrimental to the business and affairs copy of the Company; most recent annual or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors quarterly report of the Company, and (C) such other information as may be materially adversely affected by disclosure reasonably requested in a registration statement order to avail any Purchaser of any rule or prospectus at such time. Without the express written consent regulation of the Purchaser, if required to permit SEC that permits the continued sale selling of any such Shares by without registration under the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout EventSecurities Act.

Registration Procedures and Expenses. The Company shall: (a) As soon as practicable, but in any event no later thirty (30) following the Effective Date, the Company shall use its best efforts to prepare and file with the Commission Commission, as soon as practicable but in no event later than 60 calendar days after the Closing, a registration statement Registration Statement on Form SB-2 or other applicable form as determined by the Company S-3 (the “Registration Statement”) for to enable the purpose of registering the sale resale of the Shares together with any shares of capital stock issued or issuable, from time to time, upon any reclassification, share combination, share subdivision, stock split, share dividend, merger, consolidation or similar transaction or event or otherwise as a distribution on, in exchange for or with respect to any of the foregoing, in each case held at the relevant time by a Purchaser, the “Registrable Securities” by the Purchaser from time to time on a delayed or continuous basis under Rule 415 of the Securities Act through the automated quotation system of the Nasdaq Global Market or the facilities of any national securities exchange or trading system on which the Company’s common stock of the Company is then traded or in privately-negotiated transactions; (b) use its commercially reasonable efforts, which subject to receipt of necessary information from the Purchasers on the Registration Questionnaire attached hereto as part of Appendix I, to cause the Commission to declare the Registration Statement shall contain all material non-public information disclosed effective as promptly as practicable and in any event within 60 calendar days after the date by which the Registration Statement is required to the Purchaser be filed by the Company in connection accordance with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”7.1(a).; (bc) The Company shall as expeditiously as practicable, prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith and take such other actions as may be necessary to keep the Registration Statement correct and effective until the earliest date, after earlier of (i) 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 (ii) such time as all Registrable Securities purchased by the Purchasers have been sold pursuant to the Registration Statement; (d) furnish to the Purchaser with respect to the Registrable Securities (and to each underwriter, if any, of such Registrable Securities) 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 have been purchased pursuant Registrable Securities 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; (e) 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) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Agreement on which (i) all Section 7.1 and the Shares have been disposed registration of the Registrable Securities pursuant to the Registration Statement, (ii) all other than fees and expenses, if any, of counsel or other advisers to the Shares then held Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser may be sold under or the provisions Other Purchasers, if any; (g) advise the Purchaser promptly, but in any event within two business days by e-mail, fax or other type of Rule 144 without limitation as to volumecommunication, whether pursuant to Rule 144(kand, if requested by such person, confirm such advice in writing: (i) after it shall receive notice or otherwise, or (iii) obtain knowledge of the Company has determined that all Shares then held issuance of any stop order by the Purchaser may be sold without restriction under SEC delaying or suspending the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest effectiveness of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or of the related prospectus untrue in any material respect initiation or which material fact is omitted from the Registration Statement or related prospectus that requires the making threat of any changes in proceeding for that purpose, or any other order issued by any state securities commission or other regulatory authority suspending the Registration Statement qualification or related prospectus so that exemption from qualification of such Registrable Securities under state securities or “blue sky” laws; and it will not contain promptly use its commercially reasonable efforts to prevent the issuance of any untrue statement of a material fact stop order or omit other order or to state a material fact necessary obtain its withdrawal at the earliest possible moment if such stop order or other order should be issued; (ii) when the Prospectus or any supplements to make the statements therein, in light or amendments of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the PurchaserProspectus have been filed, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective; and (iii) when the SEC notifies the Company whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to the Purchaser that pertain to the Purchaser as a Selling Stockholder or to the Plan of Distribution, but not information which the Company believes would constitute material and non-public information); (h) unless otherwise agreed to by holders of a majority of the Registrable Securities held by the Purchaser and all Other Purchasers, neither the Company nor any of its securities holders may include securities of the Company (other than the Shares) in any Registration Statement filed pursuant to this Agreement and the Company shall not after the date hereof enter into any agreement in contravention of the foregoing; (i) not less than three business days prior to the filing of the Registration Statement or any related prospectus Prospectus or file any other required amendment or supplement thereto, the Company shall furnish to the Purchaser copies of the “Selling Stockholders” section of such document, the “Plan of Distribution,” any risk factor contained in such document so that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject to the review and comment of the Purchaser and its counsel; provided that, the failure of any Purchaser or his, her or its counsel to respond to such proposed documents within two business days after receipt thereof shall be deemed approval of same; (j) respond as thereafter delivered promptly as practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and, as promptly as practicable provide the Purchaser true and complete copies of all correspondence from and to the SEC relating to such Registration Statement that would not result in the disclosure to the Purchaser of Shares from material and non-public information concerning the Purchaser, such prospectus will not contain any untrue statement of a Company; (k) comply in all material fact or omit to state a material fact necessary to make respects with the statements therein, in light provisions of the circumstances under which they were madeSecurities Act, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement the Exchange Act and all rules of the SEC promulgated thereunder with respect to the Registration Statement or Statements and the prospectus constituting disposition of all Registrable Securities covered by each Registration Statement; (l) take all other steps necessary to effect the registration of the Registrable Securities; and (m) cooperate with the Purchaser to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a part thereof during transferee pursuant to the continuance Registration Statements, which certificates shall be free of a Blackout Eventall restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as the Purchaser may request; provided, howeverthat, that no Blackout Event may the delivery of such certificates shall be deemed subject to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession payment by the Company Purchaser of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchasertransfer taxes, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Eventapplicable.

Registration Procedures and Expenses. The Company shall: (a) As Subject to receipt of necessary information in writing from the Purchasers, as soon as reasonably practicable, but in any no event no later thirty than fifteen (3015) business days following the Effective Closing Date (the “Filing Date”), the Company shall prepare and file with the Commission a registration statement Registration Statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) for the purpose of registering S-3 relating to the sale of the Shares by the Purchaser and the Other Purchasers from time to time on Nasdaq or the facilities of any national securities exchange or trading system on which the common stock of the Company Common Stock is then traded or in privately-privately negotiated transactionstransactions (the “Registration Statement”) and will use its best efforts to list such Shares on Nasdaq or the facilities of any national securities exchange on which the Common Stock is then traded. If Form S-3 is not available at that time, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale will file a registration statement on such form as is then available to effect a registration of the Shares. For purposes , subject to the consent of this Section 7.1, the term “Shares” shall include any other securities a majority of the Purchasers, which consent shall not be unreasonably withheld; (b) use its commercially reasonable efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to declare the Registration Statement effective within sixty (60) calendar days after the Closing Date (the “Required Effective Date”). However, so long as the Company issued in exchange for filed the SharesRegistration Statement by the Filing Date, as a dividend on if the Shares or in connection with a stock split or other reorganization transaction affecting Registration Statement receives Commission review, then the SharesRequired Effective Date will be the ninetieth (90th) calendar day after the Closing Date. The Company’s commercially reasonable efforts will include, but not be limited to, promptly responding to all comments received from the staff of the Commission. If the Company shall receives notification from the Commission that the Registration Statement will receive no action or review from the Commission, then the Company will, subject to its rights under this Agreement, use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety two (902) business days of the Effective Date (the “Registration Effective Date”).after such Commission notification; (bc) The Company shall use its commercially reasonable efforts to promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Registration Statement effective until the earliest dateof (i) two years after the Closing Date, after (ii) the date on which all of the Shares have been purchased pursuant to this Agreement on which (i) all the Shares have been disposed of pursuant to the Registration Statement, (ii) Purchasers may sell all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 Purchasers, without limitation as to volumeregistration, whether pursuant to Rule 144(k) or otherwise, of the Securities Act or (iii) the Company has determined that such time as all Shares then held purchased by all Purchasers in the Purchaser may be Offering have been sold without restriction under pursuant to a Registration Statement or Rule 144 of the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”)Act. At any time after the end of the Registration PeriodThereafter, the Company may shall be entitled to withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) the Purchasers shall automatically terminate. (c) The Company shall take all lawful action such that have no further right to offer or sell any of the Shares pursuant to the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.; (d) The Company shall not be obligated use commercially reasonably efforts to file a post-effective amendment or supplement furnish (i) to the Purchaser with respect to the Shares registered under the Registration Statement by fax or email (in each case with answerback confirmed) or other prompt means one copy of the prospectus constituting promptly after effectiveness of the Registration Statement and in any case before the next opening of the principal market for the Shares and (ii) to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request within a part thereof during reasonable time, in order to facilitate the continuance public sale or other disposition of a Blackout Eventall or any of the Shares by the Purchaser; (e) file documents required of the Company for normal Blue Sky clearance in states specified in writing by the Purchaser and reasonably acceptable to the Company; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company shall not be required to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1; (ii) file a general consent to service of process in any such jurisdiction; (iii) subject itself to taxation in any such jurisdiction; (iv) provide any undertakings that cause material information that is not ripe for disclosure expense or burden to the Company; or (v) make any change to its organizational documents, which in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or each case the Board of Directors of the Company or that disclosure determines to be contrary to the best interests of such information the Company and its stockholders; (f) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.1 and the registration of the Shares pursuant to the Registration Statement Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the prospectus constituting a part thereof would be materially detrimental to Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the business and affairs Purchaser or the Other Purchasers, if any; and (g) promptly notify the Purchaser of the Company; or (b) effectiveness of a Registration Statement, and any material engagement or activity post-effective amendments thereto, as well as of the receipt by the Company which would, in the reasonable and good faith determination of any stop orders of the Chief Executive Officer or Commission with respect to a Registration Statement and the Board lifting of Directors any such order. Notwithstanding the foregoing, it shall be a condition precedent to the obligations of the CompanyCompany to take any action pursuant to paragraphs (a) through (f) of this Section 7.1, that the Purchaser shall furnish to the Company such information regarding itself, the Shares to be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares sold by the Purchaser, a post-effective amendment and the intended method of disposition of such Shares as shall be required to effect the registration of the Shares, all of which information shall be furnished to the Company in writing specifically for use in 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 hereunder, provided, however, that if the Company receives notification from the Commission that the Purchaser is deemed an underwriter, then the period in which the Company is obligated to submit an acceleration request to the Commission shall be extended to the earlier of (i) the sixtieth (60th) day after such Commission notification, or supplement to (ii) ninety (90) days after the initial filing of the Registration Statement or with the prospectus constituting a part thereof must Commission. Notwithstanding the foregoing, the parties understand and agree that the Company shall not be filed no later than obligated to retain an underwriter with respect to the 61st day following commencement offer and sale of a Blackout EventShares pursuant to the Registration Statement.

Registration Procedures and Expenses. The Company is obligated to do the following: (a) As soon as practicable, but practicable following the Execution Date and in any event no later thirty than ten (3010) days following the Effective Execution Date, the Company shall prepare and file with the Commission a one or more registration statement on Form SB-2 or other applicable form as determined statements in order to register with the Commission the resale by the Company (the “Registration Statement”) for the purpose of registering the sale Purchasers, from time to time, of the Shares by the Purchaser from time to time on through Nasdaq or the facilities of any national securities exchange or trading system on which the common stock of the Company Company's Common Stock is then traded traded, or in privately-negotiated transactions, which transactions (a "Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the SharesStatement"). The Company shall use its commercially reasonable best efforts to cause the such Registration Statement to become be declared effective within ninety (90) days of the Effective Date (the “Registration Effective Date”)as soon thereafter as reasonably possible. (b) The Company shall prepare and file with the Commission (i) such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith, (ii) such SEC Reports and (iii) such other filings required by the Commission, in each case as may be necessary to keep the Registration Statement continuously effective and not misleading until the earliest dateof (A) the second anniversary date of the Closing, after the (B) such date on which as all of the Shares have been purchased resold or (C) such time as all of the Shares held by the Purchasers can be sold within a given three-month period pursuant to this Agreement on which Rule 144 under the Securities Act. Notwithstanding the foregoing, following the effectiveness of the Registration Statement, the Company may, at any time, suspend the effectiveness of the Registration Statement for up to no longer than 30 days, as appropriate (ia "Suspension Period"), by giving notice to the Purchasers, if the Company shall have determined that the Company may be required to disclose any material corporate development. The Company will use its best efforts to minimize the length of any Suspension Period. Notwithstanding the foregoing, the Company may not suspend the effectiveness of the Registration Statement more than twice in any twelve (12) all month period. Each Purchaser agrees that, upon receipt of any notice from the Company of a Suspension Period, such Purchaser will not sell any Shares have been disposed of pursuant to the Registration StatementStatement until (i) such Purchaser is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) all such Purchaser has received copies of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volumeany additional or supplemental or amended prospectus, whether pursuant to Rule 144(k) or otherwiseif applicable, or and (iii) the Company such Purchaser has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed received copies of any stop transfer instructions relating to such Shares and offered to cause additional or supplemental filings which are incorporated or deemed to be removed any restrictive legends on the certificates, if any representing incorporated by reference in such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminateprospectus. (c) The Company shall take In order to facilitate the public sale or other disposition of all lawful action such that the Registration Statement, or any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements)shares by each Purchaser, the Company shall promptly notify the Purchaser, and, subject furnish to each Purchaser with respect to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to Shares registered under the Registration Statement or such number of copies of prospectuses, prospectus supplements and preliminary prospectuses as such Purchaser reasonably requests in conformity with the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light requirements of the circumstances under which they were made, not misleadingSecurities Act. (d) The Company shall not be obligated to file a post-effective amendment or supplement to any documents required of the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout EventCompany for normal blue sky clearance in states specified in writing by each Purchaser; provided, however, that no Blackout Event may the Company shall not be deemed required to exist for more qualify to do business in any jurisdiction in which it is not now so qualified. (e) Other than 60 days. A “Blackout Event” means fees and expenses, if any, of counsel or other advisers to the Purchasers, which fees and expenses shall be borne by the Purchasers, the Company shall bear all expenses (exclusive of any of brokerage fees, underwriting discounts and commissions) in connection with the following: procedures in paragraphs (a) through (d) of this Section 9.1. (f) With a view to making available to the possession Purchasers the benefits of Rule 144 promulgated under the Securities Act ("Rule 144") and any other rule or regulation of the SEC that may at any time permit a Purchaser to sell Shares to the public without registration or pursuant to 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) the second anniversary of the Closing Date or (B) such date as all of the 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 Exchange Act; and (iii) furnish to any Purchaser upon request, as long as the Purchaser owns any Shares, (A) a written statement by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by it has complied with the Chief Executive Officer or the Board of Directors reporting requirements of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting Exchange Act, (B) a part thereof would be materially detrimental to the business and affairs copy of the Company; most recent annual or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors quarterly report of the Company, and (C) such other information as may be materially adversely affected by disclosure reasonably requested in a registration statement order to avail any Purchaser of any rule or prospectus at such time. Without the express written consent regulation of the Purchaser, if required to permit SEC that permits the continued sale selling of any such Shares by without registration under the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout EventSecurities Act.

Registration Procedures and Expenses. The Company shall: (aA) As subject to receipt of necessary information from the Investors, prepare and file with the SEC, as soon as practicable, but in any no event no later thirty than five (305) following business days after the Effective Closing Date, the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other applicable form as determined by the Company S-3 (the “"Registration Statement”") for to enable the purpose of registering the sale resale of the Shares by the Purchaser Investors from time to time on through the facilities of any securities exchange or trading automated quotation system on which the common stock of the Company is then traded Nasdaq Stock Market or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall ; (B) use its commercially reasonable efforts efforts, subject to receipt of necessary information from the Investors, to cause the Registration Statement to become effective within ninety as soon as practicable, but in no event later than sixty (9060) days after the Registration Statement is filed by the Company. If the Registration Statement has not been declared effective by the SEC on or before the date that is 90 days after the Closing Date, the Company shall, on the 91st day after the Closing Date and each 45th day thereafter, issue to the Investor .01 additional shares of Common Stock (which shall be deemed to be Shares), up to a maximum of .03 additional shares of Common Stock, for every Share purchased in the Effective Date Offering until the Registration Statement is declared effective by the SEC (rounded up to the “Registration Effective Date”nearest Share after aggregating all Shares held by the Investor).; (bC) The Company shall use its reasonable efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof 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 earliest dateearlier of (i) the second anniversary of the Closing Date, after (ii) the date on which the Investor may sell all Shares then held by the Investor without restriction by the volume limitations of Rule 144(e) of the Securities Act or (iii) such time as all Shares purchased by such Investor in this Offering have been sold pursuant to a registration statement; (D) furnish to the Investor with respect to the Shares registered under the Registration Statement such number of copies of 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 have been purchased pursuant by the Investor, provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to the Investor shall be subject to the receipt by the Company of reasonable assurances from the Investor that the 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; (E) file documents required of the Company for normal blue sky clearance in states reasonably specified in writing by the 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; (F) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph (a) through (e) of this Agreement on which (i) all Section 6.1 and the registration of the Shares have been disposed of pursuant to the Registration Statement; and (G) 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. With a view to making available to the Investor the benefits of Rule 144 (iior 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 then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether resold pursuant to Rule 144(k) or otherwise, any other rule of similar effect or (iiiB) 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 has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating under the Exchange Act; and (iii) furnish to such Shares and offered to cause to be removed any restrictive legends on the certificatesInvestor upon request, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as long as the “Registration Period”). At Investor owns any time after the end of the Registration PeriodShares, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3A) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain an untrue written 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by it has complied with the Chief Executive Officer or the Board of Directors reporting requirements of the Company or that disclosure of such information in Securities Act and the Registration Statement or the prospectus constituting Exchange Act, (B) a part thereof would be materially detrimental to the business and affairs copy of the Company; 's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (bC) such other information as may be reasonably requested in order to avail the Investor of any material engagement rule or activity by the Company which would, in the reasonable and good faith determination regulation of the Chief Executive Officer or SEC that permits the Board selling of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at any such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Eventwithout registration.

Registration Procedures and Expenses. If and whenever BCC is required to include the Merger Consideration in a registration statement under the Securities Act, as provided in Section 16.1 hereof, BCC shall, as expeditiously as is reasonably practicable, do each of the following: (a) As soon as practicable, but in any event no later thirty (30) following the Effective Date, the Company shall prepare and file with the Commission SEC a registration statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) for the purpose of registering the sale of the Shares by the Purchaser from time to time on the facilities of any securities exchange or trading system on which the common stock of the Company is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed with respect to the Purchaser by Merger Consideration and, subject to the Company in connection with the issuance and sale of the Shares. For purposes of this limitations under Section 7.116.1 hereof, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable best efforts to cause the Registration Statement such registration statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”).and remain effective as provided herein; (b) The Company cooperate with the Shareholder and any underwriter who shall sell the Merger Consideration in connection with their review of BCC made in connection with such registration; (c) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Registration Statement such registration statement effective until the earliest date, after earlier to occur of (i) the date on which sale of all of the Shares have been purchased pursuant to this Agreement on which (i) all Merger Consideration by the Shares have been disposed of pursuant to the Registration Statement, Shareholder and (ii) all the second anniversary of the Shares then held by effectiveness of the Purchaser may be sold under registration statement, and to comply with the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating the Exchange Act with respect to the disposition of all the Merger Consideration covered by such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing registration statement for such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate.period; (cd) The Company shall take all lawful action furnish to the Shareholder such that the Registration Statement, any amendment thereto and number of copies of the prospectus forming a part thereof does notof such registration statement (including each preliminary prospectus), on in conformity with the Registration Effective Daterequirements of the Securities Act, contain and such other documents as the Shareholder may reasonably request in order to facilitate the disposition of the Merger Consideration; and (e) notify the Shareholder at any time when a prospectus relating to the Merger Consideration is required to be delivered under the Securities Act, (i) of the happening of any event as a result of which the prospectus forming a part of 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, and (ii) at the request of Shareholder, prepare and furnish to the Shareholder a reasonable number of copies of any supplement to or any amendment of such prospectus that may be necessary so that, as thereafter delivered to the purchasers of the Merger Consideration, such prospectus shall not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingthen existing. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.

Registration Procedures and Expenses. (a) As soon as practicableThe Company shall: (1) subject to receipt of necessary information from the Investors, but in any event no later thirty (30) following the Effective Date, the Company shall prepare and file with the Commission SEC, promptly and in any event within 30 days after the Closing Date, a registration statement on Form SB-2 or other applicable form as determined S-3 (the "Registration Statement") to enable the resale by the Company (the “Registration Statement”) for the purpose of registering the sale Investors of the Shares by the Purchaser from time to time on through the facilities of any securities exchange or trading automated quotation system on which the common stock of the Company is then traded NASDAQ Stock Market or in privately-negotiated transactions; (2) (A) use its reasonable best efforts, which subject to receipt of necessary information from each Investor, to cause the Registration Statement shall contain all material non-public information disclosed to become effective as promptly as practicable after filing but in no event later than 60 days after the Purchaser Registration Statement is filed by the Company unless the Registration Statement is subject to review by the SEC, in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of which case the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall will use its commercially reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable after such review, and (B) within ninety (90) days five Business Days after the receipt of a no review letter from the Effective Date (SEC, take all appropriate measures necessary to cause the “Registration Effective Date”).Statement to become effective; (b3) The Company shall use its reasonable best efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus forming which forms a part thereof (the "Prospectus") as may be necessary to keep the Registration Statement current and effective with respect to each Investor's Shares, for a period not exceeding (i) two years from the Closing Date or (ii) until all Shares registered thereunder shall have been sold (which supplements shall include supplements required to include the earliest datenames and holdings of limited and general partners of any Investor in the event any Investor distributes its Shares to its partners); (4) furnish to each Investor with respect to the Shares registered under the Registration Statement such number of copies of the Registration Statement, after Prospectuses (including supplemental prospectuses) and preliminary versions of the date on which Prospectus filed with the SEC ("Preliminary Prospectuses") in conformity with the requirements of the Securities Act and such other documents as such Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares have been purchased pursuant by such Investor; (5) file documents required of the Company for normal blue sky clearance in states reasonably specified in writing by such 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; (6) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph (1) through (5) of this Agreement on which (i) all Section 6.1 and the registration of the Shares have been disposed of pursuant to the Registration Statement, including without limitation (iiA) registration and filing fees with the SEC, (B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of Company counsel in connection with blue sky qualifications of the Shares), (C) printing expenses, (D) fees and expenses incurred in connection with the listing of the Shares, (E) fees and expenses of counsel and independent certified public accountants for the Company (including the expenses of any comfort letters), (F) the fees and expenses of any additional experts retained by the Company in connection with such registration, (G) fees and expenses in connection with any review of underwriting arrangements by the NASD, including fees and expenses of any "qualified independent underwriter," (H) internal Company expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), and (I) all reasonable fees and disbursements of one counsel for the Investors in connection with such registration which fees and disbursements shall not exceed $20,000; and (7) 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. (b) With a view to making available to each 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 its Shares to the public without registration, the Company covenants and agrees to use reasonable best efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, until the earlier of (A) such date as, in the opinion of counsel to the Company, all of the Investors' Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether resold pursuant to Rule 144(k) or otherwise, any other rule of similar effect or (iiiB) such date as all of the Investor's Shares shall have been resold; (ii) file or furnish with the SEC in a timely manner all reports and other documents required of the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and under the Exchange Act; and (iii) furnish or make available via XXXXX filings with the SEC (if applicable) to each Investor upon request, for as long as each Investor Owns any Shares, (A) a written statement by the Company that it has removed 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 such Investor of any stop transfer instructions relating to rule or regulation of the SEC that permits the selling of any such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminatewithout registration. (c) The It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 6.1 that each Investor shall take all lawful action furnish to the Company such that information regarding itself, the Registration StatementShares to be sold by such Investor, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain an untrue statement intended method of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light disposition of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), such securities as the Company shall promptly notify reasonably request and as shall be required to effect the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light registration of the circumstances under which they were made, not misleadingShares. (d) The Company shall not be obligated Notwithstanding anything to file a post-effective amendment or supplement to the contrary herein, the Registration Statement shall cover only the Shares. In no event at any time before the Registration Statement becomes effective with respect to the Shares shall the Company publicly announce or file any other registration statement, other than a registration statement on Form S-8 relating solely to employee benefit plans, without the prospectus constituting prior written consent, such consent not to be unreasonably withheld, delayed or conditioned, of Investors holding a part thereof during majority of the continuance of a Blackout Event; providedShares. (e) The Company understands that each Investor disclaims being an underwriter, however, that no Blackout Event may but in the event the Investors shall be deemed to exist for more than 60 days. A “Blackout Event” means any of an underwriter by the following: (a) the possession by SEC, such action shall not relieve the Company of material information that is any obligations it has hereunder. (f) The Investors shall not ripe for disclosure in a take any action to restrain, enjoin or otherwise delay any registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board result of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental any controversy which might arise with respect to the business and affairs interpretation or implementation of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Eventthis Agreement.

Registration Procedures and Expenses. The Company shall: (a) As use its reasonable best efforts to file a Resale Registration Statement (the “Mandatory Registration Statement”) with the Commission on or before the date 60 days following the earliest of (i) the Second Closing Date, (ii) the Outside Date and (iii) the date, if any, on which the Company determines not to proceed with the BLA Submission (the “Filing Date”) to register all of the Registrable Shares under the Securities Act (providing for registration of such Registrable Shares under Commission Rule 415), and to provide each Purchaser with a copy of such draft Mandatory Registration Statement for review not less than two Business Days before filing. The Mandatory Registration Statement referred to herein shall be on Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Shares hereunder, the Company shall (i) register the resale of the Registrable Shares on such other form as is available to the Company in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Shares on Form S-3 as soon as practicable, but in any event no later thirty (30) practicable following the Effective availability of such form, provided that the Company shall use its reasonable best efforts to maintain the effectiveness of the Resale Registration Statement then in effect until such time as a registration statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (b) use its reasonable best efforts to cause such Mandatory Registration Statement to be declared effective within (i) 90 days following the Filing Date (or, in the event the Staff reviews and has written comments to the Mandatory Registration Statement, within 150 days following the Second Closing Date or, if earlier, 150 days following the Outside Date) (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 Mandatory Registration Statement (for purposes of clarification, any failure by the Company to file the Resale Registration Statement by the Filing Date or to effect such Resale Registration Statement by the Effectiveness Date shall not otherwise relieve the Company of its obligations to file or effect the Resale Registration Statement as set forth above in this Section 4); (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchasers in the Mandatory Registration Statement (in each case, subject to Section 4.3), then the Company shall prepare and file with within 10 Business Days of the first date or time that such excluded Registrable Shares may then be included in a Resale Registration Statement if the Commission a registration statement on Form SB-2 or other applicable form as determined by shall have notified the Company that certain Registrable Shares were not eligible for inclusion in the Resale Registration Statement (the “Additional Filing Date”), a Resale Registration Statement (any such Resale Registration Statement registering such excluded Registrable Shares, an “Additional Registration Statement”) for to register any Registrable Shares that have been excluded (or, if applicable, the purpose maximum number of registering the sale of the such excluded Registrable Shares by the Purchaser from time to time on the facilities of any securities exchange or trading system on which the common stock of that the Company is then traded or in privately-negotiated transactions, which permitted to register for resale on such Additional Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection consistent with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend Commission guidance) from being registered on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall Mandatory Registration Statement; (d) use its commercially reasonable best efforts to cause the any such Additional Registration Statement to become be declared effective within ninety (90) days as promptly as practicable following the Additional Filing Date, such efforts to include, without limiting the generality of the Effective Date (foregoing, preparing and filing with the “Commission any financial statements or other information that is required to be filed prior to the effectiveness of any such Additional Registration Effective Date”).Statement; (be) The Company shall prepare and file with the Commission such amendments and supplements to the such Resale Registration Statement Statements and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the such Resale Registration Statement Statements continuously effective until the earliest date, after the date on which all of the Shares have been purchased pursuant to this Agreement on which (i) all the Shares have been disposed of pursuant to the Registration Statement, (ii) all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) and free from any material misstatement or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain an untrue statement of a material fact or omit omission to state a material fact therein until termination of such obligation as provided in Section 4.6 below, subject to the Company’s right to suspend pursuant to Section 4.5; (f) furnish to the Purchasers such 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 Purchasers; (g) file such documents as may be 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 qualifications during the period the Company is required to be stated therein or necessary to make the statements therein, in light maintain effectiveness of the circumstances Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.2(g) to qualify 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; (h) upon notification by the Commission that that the Resale Registration Statement has been declared effective by the Commission, the Company shall file the final prospectus under which they are made, not misleading. Upon becoming aware Rule 424 of the occurrence Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424; (i) advise the Purchasers as expeditiously as possible, but in any event within five (5) Business Days: (i) of the effectiveness of the Resale Registration Statement or any post-effective amendments thereto; (ii) of any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto; (iii) of 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 (iv) of the existence of any fact and the happening of any event or the discovery of any facts during the Registration Period that make makes any statement of a material fact made in the Resale Registration Statement Statement, the prospectus and amendment or the related prospectus untrue in supplement thereto, or any material respect document incorporated by reference therein, untrue, or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any additions to or changes in the Resale Registration Statement or related the prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, therein not misleading; and (j) bear all expenses in light connection with the procedures in paragraphs (a) through (k) of this Section 4.2 and the registration of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registrable Shares on such Resale Registration Statement or and the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light satisfaction of the circumstances under which they were made, not misleadingblue sky laws of such states. (dk) Each Purchaser agrees to furnish to the Company upon request a completed selling shareholder questionnaire in customary form that contains such information regarding Purchaser and the securities of the Company held by Purchaser as shall be reasonably requested by the Company to effect the registration of the Registrable Shares. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Resale Registration Statement. The Company shall not be obligated required to file a post-effective amendment or supplement to include any Registrable Shares in the Resale Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; providedfor any Purchaser that has not provided such questionnaire. Each Purchaser, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any by its acceptance of the following: (a) Registrable Shares agrees to cooperate with the possession Company as reasonably requested by the Company in connection with the preparation and filing of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Resale Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Eventhereunder.

Registration Procedures and Expenses. The Company shall: (a) As soon as practicable, but in any event no later thirty use its reasonable best efforts to file a Resale Registration Statement (30the “Mandatory Registration Statement”) with the Commission on or before the date 60 days following the Effective Closing Date (the “Filing Date”) to register all of the Registrable Shares on Form S-3 under the Securities Act (providing for shelf registration of such Registrable Shares under Commission Rule 415), and to provide each Purchaser with a copy of such draft Mandatory Registration Statement for review not less than two Business Days before filing; (b) use its reasonable best efforts to cause such Mandatory Registration Statement to be declared effective within (i) 90 days following the Filing Date (or, in the event the Staff reviews and has written comments to the Mandatory Registration Statement, within 150 days following the Closing Date) (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 Mandatory Registration Statement (for purposes of clarification, any failure by the Company to file the Resale Registration Statement by the Filing Date or to effect such Resale Registration Statement by the Effectiveness Date shall not otherwise relieve the Company of its obligations to file or effect the Resale Registration Statement as set forth above in this Section 4); (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchasers in the Mandatory Registration Statement (in each case, subject to Section 4.3), then the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) for the purpose of registering the sale of the Shares by the Purchaser from time to time on the facilities of any securities exchange or trading system on which the common stock of the Company is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”). (b) The Company shall prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective until the earliest date, after the date on which all of the Shares have been purchased pursuant to this Agreement on which (i) all the Shares have been disposed of pursuant to the Registration Statement, (ii) all within 10 Business Days of the first date or time that such excluded Registrable Shares may then held by be included in a Resale Registration Statement if the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) Commission shall have notified the Company has determined that all certain Registrable Shares then held by were not eligible for inclusion in the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Resale Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.or

Registration Procedures and Expenses. (a) As soon The Buyer shall use all reasonable efforts to effect the registration of the shares of Buyer Common Stock issued to the Seller hereunder under and in compliance with the Securities Act for sale as practicable, but in any event no later thirty (30) expeditiously as reasonably possible following the Effective DateClosing by performing the following: (i) Following the Closing, the Company Buyer shall prepare and file with the Commission a registration statement on Form SB-2 S-3 with respect to the shares of Buyer Common Stock issued to the Seller hereunder and use its best efforts to cause such registration statement to become effective within forty-five (45) days following the Closing and to remain effective for a period of two years (or other such shorter period as the Stockholder and the Buyer may agree) from the Closing Date and shall take such action as is necessary under applicable form as determined by the Company (the “Registration Statement”) for the purpose of registering state securities laws to permit the sale of such shares of the Shares by Buyer Common Stock thereunder. The Seller's and/or the Purchaser Stockholder's plan of distribution with respect to such shares of the Buyer Common Stock shall be as follows: (a) sale of shares from time to time on the facilities of any securities exchange or trading system on which the common stock of the Company is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1Seller, the term “Shares” shall include any other securities of the Company issued in exchange for the SharesStockholder or by pledgees, as a dividend on the Shares or in connection with a stock split donors, transferees or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”). successors in interest; (b) The Company shall prepare a block trade in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and file with resell a portion of the Commission block as principal to facilitate the transaction; (c) purchases by a broker or dealer as principal and resale by such amendments broker or dealer for its own account, (d) regular brokerage transactions executed on the New York Stock Exchange, (e) negotiated transactions effected at such prices as may be obtainable and supplements as may be satisfactory to the Registration Statement and Stockholder, or (f) other means. If the Securities Act requires that such registration statement or the prospectus forming a part thereof as may be necessary amended or supplemented in order to keep properly reflect the Registration Statement effective until Seller's and the earliest dateStockholder's plan of distribution, after the date on which all Stockholder will promptly notify the Buyer of such matters and cooperate with the Buyer in effecting such amendment or supplement. If the Seller or the Stockholder transfers any shares of the Shares have been purchased Buyer Common Stock to a broker or dealer, it or he shall advise such transferee of the fact that the shares are sold or to be sold pursuant to this Agreement on which (i) all the Shares have been disposed such registration statement and of pursuant to the Registration Statement, (ii) all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether this Section 8.05. The registration statement shall permit delayed or continuous offerings pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction 415 under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on until the certificates, if any representing such Shares (expiration of the period between set forth above. If, at the Registration Effective Date expiration of the initial registration statement described in this clause (i) the Seller, the Stockholder, and/or their respective donors, transferees, or other successors in interest have not effected the sale or other disposition of all of the Buyer Common Stock included in the registration statement, and if the earliest Seller and/or the Stockholder cannot otherwise sell the Buyer Common Stock (or such number of shares thereof as the Seller or Stockholder wishes to sell) under Rule 144(k) under the Securities Act (or any successor provision), the Seller and/or the Stockholder shall have the right, exercisable by written notice to the Buyer, to demand that the Buyer effect (within thirty (30) days of the date of the applicable notice) up to three (3) additional registrations of such dates is referred Buyer Common Stock on terms corresponding to herein as the “Registration Period”). At any time after the end terms of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 8.05 (other than its obligations under Section 7.38.05(d) shall automatically terminate. (c) The Company shall take all lawful action such below); provided, that the Registration Statement, any amendment thereto and then Fair Market Value of the prospectus forming a part thereof does not, on the Registration Effective Date, contain an untrue statement of a material fact or omit to state a material fact required Buyer Common Stock to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue included in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company registration shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more less than 60 days. A “Blackout Event” means any of the following: One Hundred Thousand Dollars (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event$100,000).

Registration Procedures and Expenses. The Company shall: (a) As soon as practicablewithin 90 days following each Closing, but in any event no later thirty (30) following the Effective Date, the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other applicable form as determined by the Company S-3 (the “each a "Registration Statement”") for in order to register with the purpose of registering Commission the sale of the Warrant Shares and the Shares issued in such Closing, as applicable (collectively, the "Registrable Securities"), by the Purchaser from time to time on through underwriters, agents or otherwise, in negotiated or market transactions or through the automated quotation system of Nasdaq or the facilities of any national securities exchange or trading system on which the common stock of the Company Company's Common Stock is then traded or in privately-privately negotiated transactions, which Registration Statement transactions or pursuant to such other method or methods of distribution as Purchaser may require. It shall contain all material non-public information disclosed be a condition precedent to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities obligations of the Company issued in exchange for to take any action pursuant to this Section 8.1 that the SharesPurchaser shall furnish to the Company such information regarding itself, the Registrable Securities to be sold by Purchaser, and the intended method of disposition of such securities as a dividend on shall be required to effect the Shares or in connection with a stock split or other reorganization transaction affecting registration of the SharesRegistrable Securities. The Notwithstanding the foregoing, the Company shall not be required to file or effect a registration pursuant to this Section 8.1 if and for so long as any condition specified in Section 8.1(c) shall exist and the Company shall have notified the Purchaser's thereof in accordance with such section; (b) use its commercially reasonable efforts efforts, subject to the receipt of necessary information from the Purchaser, to cause the each Registration Statement to become effective within ninety (90) days of as soon as commercially practicable following the Effective Date (filing thereof with the “Registration Effective Date”).Commission; (bc) The Company shall prepare and file with the Commission such amendments and supplements to the each Registration Statement and the prospectus forming a part thereof used in connection therewith and take such other actions as may be necessary to keep the such Registration Statement continually effective and not misleading until the earliest dateof (A) the first anniversary date of the applicable Closing, after the or (B) such date on which as all of the Shares Registrable Securities registered under such Registration Statement held by the Purchaser have been purchased resold. Notwithstanding the foregoing, Purchaser acknowledges that there may occasionally be times when the Company, in the good faith judgment of its Chief Executive Officer or its Board of Directors, determines it must suspend Purchaser's ability to sell Shares or Warrant Shares pursuant to this Agreement on which a Registration Statement until such time as an amendment to such Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Securities Exchange Act of 1934, as amended (i) all a "Suspension"). The Purchaser agrees that, upon receipt of any notice from the Company of a Suspension, the Purchaser will not sell any Shares have been disposed of or Warrant Shares pursuant to the Registration Statement, (ii) all Statement until the Purchaser is advised in writing by the Company that the use of the Shares then held by the Purchaser applicable prospectus may be sold under resumed; provided, that such limitation on selling shares of Common Stock also applies to the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act executive officers and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end directors of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.Company; (d) The Company shall not be obligated to file a post-effective amendment or supplement furnish to the Purchaser with respect to the Registrable Securities registered under a Registration Statement such 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 prospectus constituting a part thereof during Registrable Securities by the continuance of a Blackout EventPurchaser; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any the obligation of the following: (a) Company to deliver copies of prospectuses or preliminary prospectuses to the possession Purchaser shall be subject to the receipt by the Company of material information reasonable assurances from the Purchaser that is not ripe for disclosure 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 a registration statement connection with any use of such prospectuses or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors preliminary prospectuses; (e) 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 that disclosure consent to service of such information process in the Registration Statement any jurisdiction in which it is not now so qualified or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Companyhas not so consented; or and (bf) any material engagement or activity bear all expenses incurred by the Company which would, in connection with the reasonable procedures in paragraphs (a) through (e) of this Section 8.1 and good faith determination the registration of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required Registrable Securities pursuant to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to each Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout EventStatement.

Registration Procedures and Expenses. The Company shall: (a) As soon use its best efforts to file a Registration Statement with the SEC on or before the date 30 days following the Closing Date (the “Filing Date”) to register the Registrable Shares 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; provided, however, that if a Registration Statement is not filed with the SEC on or before the Filing Date, then for each 30-day period following the Filing Date (or any portion thereof), until but excluding the date the Registration Statement is filed, the Company shall pay each Purchaser, as practicableliquidated damages and not as a penalty, an amount equal to 1% of the purchase price attributable to the Common Shares purchased by such Purchaser hereunder, for such 30-day period (or prorated for any portion thereof), and for any such period, such payment shall be made no later than the first business day of the calendar month next succeeding the last month in which such period occurs (the parties hereto agreeing that the liquidated damages provided for in this Section 7.2(a) constitute a reasonable estimate of the damages that may be incurred by the Purchasers by reason of the failure of the Registration Statement to be filed in accordance with the provisions hereof); (b) use its best efforts, subject to receipt of necessary information from the Purchasers, to cause any such Registration Statement filed pursuant to Section 7.2(a) above to become effective as promptly after filing of such Registration Statement as practicable but in any event no later thirty by the date (30the “Effectiveness Deadline Date”) that is 90 days following the Effective Closing Date; provided, however, that in the event that such Registration Statement is reviewed by the SEC, then the Effectiveness Deadline Date shall mean, with respect to any Registration Statement, the date that is 120 days following the Closing Date; provided, however, that if the Registration Statement is not declared effective by the SEC on or prior to the Effectiveness Deadline Date, then for each 30-day period following the Effectiveness Deadline Date (or any portion thereof), until but excluding the date the Registration Statement is declared effective, the Company shall pay each Purchaser, as liquidated damages and not as a penalty, an amount equal to 1% of the purchase price attributable to the Common Shares purchased by such Purchaser hereunder, for such 30-day period (or prorated for any portion thereof), and for any such period, such payment shall be made no later than the first business day of the calendar month next succeeding the last month in which such period occurs (the parties hereto agreeing that the liquidated damages provided for in this Section 7.2(b) constitute a reasonable estimate of the damages that may be incurred by the Purchasers by reason of the failure of the Registration Statement to be declared effective in accordance with the provisions hereof); (c) prepare and file with the Commission a registration statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) for the purpose of registering the sale of the Shares by the Purchaser from time to time on the facilities of any securities exchange or trading system on which the common stock of the Company is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”). (b) The Company shall prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep such Registration Statement continuously effective until termination of such obligation as provided in Section 7.5 below, subject to the Company’s right to suspend pursuant to Section 7.4; (d) furnish to each Purchaser (and to each underwriter, if any, of such Registrable Shares) such 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 Purchasers; (e) file such documents as may be 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 each Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction; (f) upon notification by the SEC that that the Registration Statement effective until will not be reviewed or is not subject to further review by the earliest dateSEC, after the Company shall within five business days following the date on which all of such notification request acceleration of such Registration Statement; (g) upon notification by the SEC that that the Registration Statement has been declared effective by the SEC, the Company shall file the final prospectus under Rule 424 of the Shares have been purchased pursuant to this Agreement on which Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424; (h) advise each Purchaser promptly: (i) all of the Shares have been disposed effectiveness of pursuant the Registration Statement or any post-effective amendments thereto; (ii) of any request by the SEC for amendments to the Registration Statement, (ii) all of Statement or amendments to the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) prospectus or otherwise, or for additional information relating thereto; (iii) of the Company has determined that all Shares then held issuance by the Purchaser may be sold without restriction SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act and has removed or of the suspension by any stop transfer instructions relating to such state securities commission of the qualification of the Registrable Shares and offered to cause to be removed for offering or sale in any restrictive legends on jurisdiction, or the certificates, if initiation of any representing such Shares proceeding for any of the preceding purposes; and (iv) of the period between the Registration Effective Date existence of any fact and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence happening of any event or the discovery of any facts during the Registration Period that make makes any statement of a material fact made in the Registration Statement Statement, the prospectus and amendment or the related prospectus untrue in supplement thereto, or any material respect document incorporated by reference therein, untrue, or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any additions to or changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would in order to make the statements therein not misleading; (i) use its best efforts to cause all Registrable Shares to be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity listed on each securities exchange, if any, on which equity securities by the Company which would, are then listed; (j) bear all expenses in connection with the reasonable procedures in paragraphs (a) through (i) of this Section 7.2 and good faith determination the registration of the Chief Executive Officer or Registrable Shares on such Registration Statement and the Board of Directors satisfaction of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at blue sky laws of such time. Without states; and (k) otherwise use commercially reasonable efforts to make available to the express written consent Purchasers holding Shares as of the Purchaserdate thereof, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st Availability Date (as defined below), an earnings statement covering a period of at least 12 months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder (for the purpose of this subsection 7.2(k), “Availability Date” means the 45th day following commencement the end of a Blackout Eventthe fourth fiscal quarter after the fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter).

Registration Procedures and Expenses. The Company shall: (ai) As as soon as practicablepracticable following Closing, but but, in any event no event, not later thirty than forty-five (3045) following the Effective Datedays thereafter, the Company shall use commercially reasonable efforts to prepare and file with the Commission a registration statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) with the Commission to register the offer and sale to the public of all of the Registrable Shares on Form S-3 under the Securities Act (providing for shelf registration of such Registrable Shares under Commission Rule 415) (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale for the purpose of registering Registrable Shares provided that the sale Company undertakes to register the Registrable Shares on Form S-3 as soon as such form becomes available to the Company, and the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Shares has been declared effective by the SEC) covering the resale of all of the Registrable Shares (the date on which such Registration Statement is filed by the Company with the Commission, the “Filing Date”). It shall be a condition precedent to the obligations of the Company to file the Registration Statement that the Purchaser furnish to the Company (x) a customary completed selling stockholder questionnaire and (y) such further information regarding the Purchaser, the Registrable Shares held by the Purchaser from time to time on and the facilities intended method of any securities exchange or trading system on which the common stock disposition of the Registrable Shares held by the Purchaser as shall be reasonably required to effect the effectiveness of the registration of the Registrable Shares. In the event that Form S-3 is not available for the registration of the Registrable Shares, the Company is then traded or in privately-negotiated transactions, which shall register the offer and sale to the public of the Registrable Shares on such other Registration Statement shall contain all material non-public information disclosed form as is available to the Purchaser Company and undertake to register the Registrable Shares on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Shares has been declared effective by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall Commission; (ii) use its commercially reasonable efforts to cause such Registration Statement required by Section 4.15(a)(i) to be declared effective within fifteen (15) days following the Filing Date (or, in the event the Staff reviews and has written comments to the Registration Statement to become effective Statement, within ninety forty-five (9045) days following the Filing Date) (the earlier of the Effective Date (foregoing or the applicable date set forth in Section 4.15(a)(vi), the “Registration Effective DateEffectiveness 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 Registration Statement; (biii) The Company shall prepare and file with the Commission such amendments and supplements to the any Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the such Registration Statement continuously effective until the earliest date, after the date on which all of the Shares have been purchased pursuant to this Agreement on which (i) all the Shares have been disposed of pursuant to the Registration Statement, (ii) all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) and free from any material misstatement or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain an untrue statement of a material fact or omit omission to state a material fact therein until the earlier of: (A) the date as of which all Registrable Shares have been sold pursuant to the Registration Statement and (B) that date as of which no Registration Shares remain outstanding, subject to the Company’s right to suspend pursuant to Section 4.15(g); (iv) furnish to the Purchaser such number of copies of 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 Registrable Shares by the Purchaser; (v) file such documents as may be required of the Company for normal securities law clearance for the offer and sale of the Registrable Shares in such states of the United States as may be reasonably requested by the Purchaser and use its commercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to be stated therein or necessary to make the statements therein, in light maintain effectiveness of the circumstances Registration Statement; provided, however, that the Company shall not be required in connection with this Section 4.15(a)(v) to qualify 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 or subject the Company to any material tax in any such jurisdiction where it is not then so subject; (vi) use its commercially reasonable efforts to, upon notification by the Commission that the 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 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 Registration Statement has been declared effective (the date of such notification, the “Effective Date”) by the Commission, file the final prospectus under which they are madeRule 424 within the applicable time period prescribed by Rule 424; (viii) advise the Purchaser promptly, not misleading. Upon becoming aware and in any event within twenty-four (24) hours of (A) the effectiveness of the occurrence Registration Statement or any post-effective amendments thereto, (B) any request by the Commission for amendments to the 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 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 or the discovery of any facts during the Registration Period that make makes any statement of a material fact made in the Registration Statement Statement, the prospectus and amendment or the related prospectus untrue in supplement thereto, or any material respect document incorporated by reference therein, untrue, or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any additions to or changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would in order to make the statements therein not misleading; (ix) cause all Registrable Shares to be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity listed on each securities exchange on which equity securities by the Company which wouldare then listed, if any; and (x) bear all expenses in connection with the reasonable procedures in paragraphs (i) through (ix) of this Section 4.15(a) and good faith determination the registration of the Chief Executive Officer or Registrable Shares on such Registration Statement and the Board of Directors satisfaction of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at blue sky laws of such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Eventstates.

Registration Procedures and Expenses. The Company shall: (a) As soon as practicablesubject to receipt of necessary information from the Investor, but including the information requested in any event no later thirty (30) following the Effective DateRegistration Statement Questionnaire, the Company shall use its commercially reasonable efforts to prepare and file with the Commission SEC on or prior to the 90th calendar day following the Closing Date hereof a registration statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) for on Form S-3 (which shall be an automatic shelf registration statement, as such term is defined in Rule 405 promulgated under the purpose Securities Act (an “ASR”), if the Company is then a “well-known seasoned issuer,” as such term is defined in Rule 405 promulgated under the Securities Act (a “WKSI”)) (or such other form as may be required) to enable the resale by the Investor on a delayed or continuous basis under Rule 415 of registering the sale Securities Act of the shares of Common Stock issued pursuant to this Agreement and any shares of Common Stock issued or issuable in respect of the Shares by the Purchaser from time to time on the facilities virtue of any securities exchange stock split, stock dividend, recapitalization or trading system on which the common stock of similar event; (b) if the Company is then traded or not a WKSI, use commercially reasonable efforts, subject to receipt of necessary information from the Investor, including the information requested in privately-negotiated transactions, which the Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1Questionnaire, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) 30 calendar days of after the Effective Date (date by which the “Registration Effective Date”Statement shall have been required to be filed in accordance with Section 5.1(a).; (bc) The Company shall as expeditiously as practicable, prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof Prospectus (as defined in Section 5.4 below) used in connection therewith and take all such other actions as may be necessary to keep the Registration Statement current and effective until for a period (the earliest date“Registration Period”) not exceeding, after with respect to the Registrable Securities, the earlier of (i) the date on which all Registrable Securities then held by the Investor may be sold or transferred in compliance with Rule 144 under the Securities Act (or any other similar provisions then in force) without any volume or manner of sale restrictions thereunder, or (ii) such time as all Registrable Securities held by the Investor have been sold (A) pursuant to a registration statement, (B) to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (C) in a transaction exempt from the registration and prospectus delivery requirements of the Shares have been purchased pursuant Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale; (d) promptly furnish to the Investor with respect to the Registrable Securities registered under the Registration Statement such reasonable number of copies of the Prospectus as the Investor may request, including any supplements to or amendments to the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Investor; (e) promptly take such action as may be necessary to qualify, or obtain, an exemption for the Registrable Securities under such of the state securities laws of United States jurisdictions as shall be necessary to qualify, or obtain an exemption for, the sale of the Registrable Securities in states specified in writing by the 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, subject itself to general taxation in any such jurisdiction or provide any undertakings that cause the Company undue expense or burden; (f) bear all expenses in connection with the procedures in paragraphs (a) through (e) and (g) of this Agreement on which (i) all Section 5.1 and the Shares have been disposed registration of the Registrable Securities pursuant to the Registration Statement, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made with AMEX); (ii) all fees and expenses of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) compliance with federal securities and state “blue sky” or otherwise, or securities laws; (iii) expenses of printing (including printing certificates for the Registrable Securities and Prospectuses); (iv) all application and filing fees, if any, in connection with listing of the Registrable Securities with AMEX; (v) all fees and disbursements of counsel of the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end independent certified public accountants of the Registration Period, the Company may withdraw the Registration Statement Company; and its obligations under this Section 7 (other than its obligations under Section 7.3vi) shall automatically terminate. (c) The Company shall take up to $5,000 in fees and disbursements of one counsel representing all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made investors in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout EventOffering; provided, however, that no Blackout Event may the Investor shall be deemed responsible for paying the underwriting commissions or brokerage fees, and taxes of any kind (including, without limitation, transfer taxes) applicable to exist for more than 60 days. A “Blackout Event” means any disposition, sale or transfer of the followingInvestor’s Registrable Securities. The Company shall, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties); (g) advise the Investor promptly, but in any event within two business days by e-mail, fax or other type of communication, and, if requested by such person, confirm such advice in writing: (ai) after it shall receive notice or obtain knowledge of the possession issuance of any stop order by the Company of material information that is not ripe for disclosure in a registration statement SEC delaying or prospectus, as determined reasonably and in good faith by suspending the Chief Executive Officer or the Board of Directors effectiveness of the Company Registration Statement or of the initiation or threat of any proceeding for that disclosure purpose, or any other order issued by any state securities commission or other regulatory authority suspending the qualification or exemption from qualification of such Registrable Securities under state securities or “blue sky” laws; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or other order or to obtain its withdrawal at the earliest possible moment if such stop order or other order should be issued; (ii) when the Prospectus or any supplements to or amendments of the Prospectus have been filed, and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective; and (iii) when the SEC notifies the Company whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to the Investor that pertain to the Investor as a Selling Stockholder or to the Plan of Distribution, but not information which the Company believes would constitute material and non-public information); (h) except if otherwise required pursuant to written comments received from the SEC upon a review of such Registration Statement, include in the Registration Statement or the prospectus constituting “Plan of Distribution” attached hereto as Exhibit D; (i) unless otherwise agreed to by holders of a part thereof would be materially detrimental to the business and affairs majority of the Company; or (b) any material engagement or activity Registrable Securities held by the Investor and all Other Investors, neither the Company which would, in the reasonable and good faith determination nor any of its securities holders may include securities of the Chief Executive Officer or Company (other than the Board of Directors Shares) in any Registration Statement filed pursuant to this Agreement and the Company shall not after the date hereof enter into any agreement in contravention of the Companyforegoing; (j) if at any time during the Registration Period, be materially adversely affected by disclosure in there is not one or more effective Registration Statements covering the resale of all Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or prospectus at the account of others under the Securities Act of any of its equity securities, other than of Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Investor written notice of such time. Without determination and if, within 20 days after receipt of such notice the express written consent Investor shall so request in writing, the Company shall include in such registration statement those Registrable Securities requested by the Investor to be so included and which are not otherwise covered by one or more effective Registration Statements; (k) not less than three business days prior to the filing of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall furnish to the Investor copies of the “Selling Stockholders” section of such document, the “Plan of Distribution,” any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject to the review and comment of the Investor and its counsel; provided that, the failure of any Investor or his, her or its counsel to respond to such proposed documents within two business days after receipt thereof shall be deemed approval of same; (l) respond as promptly as practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and, as promptly as practicable provide the prospectus constituting Investor true and complete copies of all correspondence from and to the SEC relating to such Registration Statement that would not result in the disclosure to the Investor of material and non-public information concerning the Company; (m) comply in all material respects with the provisions of the Securities Act, the Exchange Act and all rules of the SEC promulgated thereunder with respect to the Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement; (n) Take all other steps necessary to effect the registration of the Registrable Securities; and (o) cooperate with the Investor to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a part thereof must transferee pursuant to the Registration Statements, which certificates shall be filed no later than free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as the 61st day following commencement Investor may request; provided, that, the delivery of a Blackout Eventsuch certificates shall be subject to the payment by the Investor of any transfer taxes, if applicable.

Registration Procedures and Expenses. The Company shall: (a) As subject to receipt of necessary information from the Investors, prepare and file with the SEC, as soon as practicable, but in any no event no later than thirty (30) following days after the Effective Closing Date, the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other applicable form as determined by the Company S-3 (the “"Registration Statement”") for to enable the purpose of registering the sale resale of the Shares by the Purchaser Investors from time to time on through the facilities of any securities exchange or trading automated quotation system on which the common stock of the Company is then traded Nasdaq Stock Market or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall ; (b) use its commercially reasonable efforts efforts, subject to receipt of necessary information from the Investors, to cause the Registration Statement to become effective within as soon as practicable, but in no event later than ninety (90) days after the Registration Statement is filed by the Company. Notwithstanding the foregoing, if the Registration Statement is not declared effective by June 15, 2000 and does not remain effective for 45 continuous days thereafter, the Investor shall be entitled to a stock dividend in the amount of 5% of the Effective Date (the “Registration Effective Date”)Shares purchased by such Investor hereunder. (bc) The Company shall use its reasonable efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof 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 earliest dateearlier of (i) the second anniversary of the Closing Date, after (ii) the date on which the Investor may sell all Shares then held by the Investor without restriction by the volume limitations of Rule 144(e) of the Securities Act or (iii) such time as all Shares purchased by such Investor in this Offering have been sold pursuant to a registration statement. (d) furnish to the Placement Agent and to the Investor with respect to the Shares registered under the Registration Statement such 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 have been purchased pursuant by the Investor, provided, however, that the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to the Investor shall be subject to the receipt by the Company of reasonable assurances from the Investor that the 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; (e) file documents required of the Company for normal blue sky clearance in states specified in writing by the 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) bear all expenses in connection with the procedures in paragraph (a) through (e) of this Agreement on which (i) all Section 7.1 and the registration of the Shares have been disposed of pursuant to the Registration Statement; and (g) 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. (iih) 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 then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether resold pursuant to Rule 144(k) or otherwise, any other rule of similar effect or (iiiB) 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 has determined that all Shares then held by the Purchaser may be sold without restriction 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 removed 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 stop transfer instructions relating to rule or regulation of the SEC that permits the selling of any such Shares and offered without registration. It shall be a condition precedent to cause the obligations of the Company to take any action pursuant to this Section 7.1 that the Investor shall furnish to the Company such information regarding itself, the Shares to be removed any restrictive legends on the certificatessold by Investor, if any representing such Shares (the period between the Registration Effective Date and the earliest intended method of disposition of such dates is referred securities as shall be required to herein as effect the “Registration Period”). At any time after the end registration of the Registration PeriodShares. 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 may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that obligations it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements thereinhas hereunder, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may 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 deemed extended to exist for more than 60 days. A “Blackout Event” means any the earlier of the following: (ai) the possession by 90th day after such SEC notification, or (ii) 120 days after the Company initial filing of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or with the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout EventSEC.

Registration Procedures and Expenses. The Company shall: (a) As soon as practicable, but in any event no later thirty (30) following the Effective Date, the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) for the purpose of registering the sale of the Shares by the Purchaser from time to time on the facilities of any securities exchange or trading system on which the common stock of the Company is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the file a Registration Statement to become effective within ninety (90) with the SEC on or before the date 15 days of following the Effective Closing Date (the “Registration Effective Filing Date”). (b) The Company shall prepare and file with to register the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective until the earliest date, after the date Registrable Shares on which all of the Shares have been purchased pursuant to this Agreement on which (i) all the Shares have been disposed of pursuant to the Registration Statement, (ii) all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction Form S-3 under the Securities Act and has removed any stop transfer instructions relating (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 and offered for resale from time to cause to be removed any restrictive legends on time by the certificatesPurchasers (which, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) is not eligible to use Form S-3, shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplementsinclude Form S-1), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that the Company shall give each Purchaser the opportunity to review and comment on the Registration Statement within a reasonable period of time prior to its filing; provided further, however, that if a Registration Statement is not filed with the SEC on or before the Filing Date, then for each 30-day period following the Filing Date (or any portion thereof), until but excluding the date the Registration Statement is filed, the Company shall pay each Purchaser, as liquidated damages and not as a penalty, an amount equal to 2% of the purchase price paid by such Purchaser hereunder, for such 30-day period (or prorated for any portion thereof), and for any such period, such payment shall be made no Blackout Event later than the first business day of the calendar month next succeeding the last month in which such period occurs (the parties hereto agreeing that the liquidated damages provided for in this Section 7.2(a) constitute a reasonable estimate of the damages that may be deemed to exist for more than 60 days. A “Blackout Event” means any incurred by the Purchasers by reason of the following: (a) failure of the possession Registration Statement to be filed in accordance with the provisions hereof); provided further, however, that, notwithstanding anything contained in this Agreement to the contrary, in the event that the SEC limits the amount of Registrable Shares that may be included and sold by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information Purchasers in the Registration Statement or because the prospectus constituting SEC deems such Registration Statement to constitute a part thereof would be materially detrimental to the business and affairs primary offering of the Company; or (b) any material engagement or activity securities by the Company which would(in any case, an “SEC Limitation”), the Company may reduce the number of Registrable Shares included in the Registration Statement on behalf of the Purchasers, and delay the filing of a Registration Statement with respect to the Registrable Shares so reduced, as described in Section 7.2(b) below (provided that the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the inclusion of all Registrable Shares in the Registration Statement and provided further that in case of such a reduction of such Registrable Shares, such reduction shall first reduce Registrable Shares held by affiliates of the Company on a pro rata basis among them and then reduce Registrable Shares held by other Purchasers on a pro rata basis among them, in each case in proportion to the reasonable and good faith determination respective numbers of Registrable Shares requested to be registered by each such Purchaser over the Chief Executive Officer or the Board total amount of Directors of the Company, Registrable Shares requested to be materially adversely affected registered by disclosure in a registration statement or prospectus at all such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.Purchasers (it being

Registration Procedures and Expenses. (a) As soon as practicable, but in any event no later thirty (30) following days prior to the Effective Closing Date, the Company shall prepare and file with the Commission a registration statement on Form SB-2 S-3 or other applicable form as determined by the Company (the “" Registration Statement”Statement ") for the purpose of registering the sale of the Shares by the Purchaser Purchasers from time to time on the facilities of any securities exchange or trading system on which the common stock of the Company is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser Purchasers by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.16.1, the term “Shares” " Shares " shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of on or prior to the Effective Closing Date (the “Registration " Effective Date”Date "). (b) The Company shall prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective until the earliest date, after the date on which all of the Shares have been purchased pursuant to this Agreement on which (i) all the Shares have been disposed of pursuant to the Registration Statement, (ii) all of the Shares then held by the Purchaser Purchasers may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser Purchasers may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “" Registration Period”Period "). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 6 (other than its obligations under Section 7.36.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the PurchaserPurchasers, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser purchasers of Shares from the PurchaserPurchasers, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to prepare and file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no . A " Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means " shall mean any of the following: (ai) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer of the Company (the " CEO ") or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; Company or (bii) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer CEO or the Board of Directors of the CompanyBoard, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.

Registration Procedures and Expenses. The Company shall: (a) As soon as practicable, but in any event no later thirty (30) within 120 days following the Effective Dateclosing, the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other applicable form as determined by the Company S-3 (the “"Registration Statement”") for in order to register with the purpose of registering Commission the sale of all the Shares (collectively, the "Registrable Securities") by the Purchaser Purchasers from time to time on through underwriters, agents or otherwise, in negotiated or market transactions or through the automated quotation system of Nasdaq or the facilities of any national securities exchange or trading system on which the common stock of the Company Company's Common Stock is then traded or in privately-privately negotiated transactions, which Registration Statement transactions or pursuant to such other method or methods of distribution as Purchaser may require. It shall contain all material non-public information disclosed be a condition precedent to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities obligations of the Company issued in exchange for to take any action pursuant to this Section 7.1 that the SharesPurchaser shall furnish to the Company such information regarding itself, the Registrable Securities to be sold by Purchaser, and the intended method of disposition of such securities as a dividend on shall be required to effect the Shares or in connection with a stock split or other reorganization transaction affecting registration of the SharesRegistrable Securities. The Notwithstanding the foregoing, the Company shall not be required to file or effect a registration pursuant to this Section 7.1 if and for so long as any condition specified in Section 7.1(c) shall exist and the Company shall have notified the Purchaser's thereof in accordance with such section; (b) use its commercially reasonable efforts efforts, subject to the receipt of necessary information from the Purchasers, to cause the Registration Statement to become effective within ninety (90) days of as soon as commercially practicable following the Effective Date (filing thereof with the “Registration Effective Date”).Commission; (bc) The Company shall prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith and take such other actions as may be necessary to keep the Registration Statement continually effective and not misleading until the earliest dateof (A) the first anniversary date of the Closing, after the or (B) such date on which as all of the Shares held by all of the Purchasers have been purchased pursuant resold. Notwithstanding the foregoing, each Purchaser acknowledges that there may occasionally be times when the Company, in the good faith judgment of its Chief Executive Officer or its Board of Directors, determines it must suspend such Purchaser's ability to this Agreement on which (i) all the sell Shares have been disposed of pursuant to the Registration Statement, (ii) all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation Statement until such time as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession has been filed by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.the

Registration Procedures and Expenses. The Company shall: (a) As as soon as practicablepracticable prepare and, but in any event no later thirty (30) following as soon as practicable after filing with the Effective DateCommission the Company’s Annual Report on Form 10-K for the year ending December 31, the Company shall prepare and 2006, file with the Commission a registration statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) for initially on Form S-1 relating to the purpose of registering the sale resale of the Shares by the Purchaser and the Other Purchasers from time to time on the Nasdaq Global Market, or the facilities of any national securities exchange or trading system inter-dealer quotation system, including OTCBB, on which the common stock of the Company Common Stock is then traded or quoted in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”).; (b) The Company shall use its best efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to declare the Registration Statement effective within 150 days after the Closing Date (whether the Registration Statement is selected for review by the Commission or not); (c) promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Registration Statement effective until the earliest date, after the date on which all of the Shares have been purchased pursuant to this Agreement on which (i) all two years after the Shares have been disposed effective date of pursuant to the Registration Statement, (ii) such time as all of the Shares then held have been sold pursuant to the Registration Statement, or (iii) such time as the Shares become eligible for resale by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether non-affiliates pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed or any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares successor rule then in effect; (the period between the Registration Effective Date and the earliest of such dates is referred to herein d) so long as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement is effective covering the resale of Shares owned by the Purchaser, furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and its obligations under to each underwriter, if any, of such Shares) such number of copies of prospectuses, each amendment and supplement thereto 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; (e) 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) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that 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 amendment thereto and in connection with the offering of the Shares pursuant to the Registration Statement; (g) notify the Purchaser at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus forming a part thereof does not, on included in the Registration Effective Date, contain Statement contains 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d)Section 7.6, as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document such prospectus, so that, as thereafter delivered to the Purchaser of Shares from the Purchasersuch Shares, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.; (dh) The advise the Purchaser promptly after receiving notice or obtaining knowledge of the existence of any stop order by the Commission delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat in writing of any proceeding for that purpose, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible time, and promptly notify the Purchaser of the lifting or withdrawal of any such order; (i) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to the Purchaser promptly after filing; (j) issue a press release or file a Current Report on Form 8-K describing the transactions contemplated by this Agreement on or before 9:00 a.m., New York City time, on or before the second business day following the date hereof; and (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 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) with respect to public information about the Company shall not and to timely file all reports required to be obligated filed by the Company under the Exchange Act, except for the Company’s upcoming Annual Report on Form 10-K for the year ended December 31, 2006 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, which the Company will file as soon as practicable after the completion of the audit of the Company’s financial statements for the year ended December 31, 2006. After such time as the Company becomes eligible to file a registration statement on Form S-3, the Company will file a post-effective amendment or supplement to the Registration Statement or to provide for the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any automatic incorporation by reference of the following: (a) Company’s reports subsequently filed pursuant to the possession by Exchange Act. The Company understands that the Purchaser disclaims being an underwriter, but the Purchaser being deemed an underwriter shall not relieve the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors any obligations it has hereunder. A draft of the Company or that disclosure proposed form of such information in the questionnaire related to the Registration Statement or the prospectus constituting a part thereof would to be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity completed by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.Purchaser is attached hereto as Appendix I.

Registration Procedures and Expenses. The Company shall: (a) As soon as practicablesubject to receipt of necessary information from the Investor, but in any event no later thirty (30) following the Effective Date, the Company shall use commercially reasonable efforts to prepare and file with the Commission SEC, within ten (10) business days after the Closing Date, a registration statement on Form SB-2 or other applicable form as determined by the Company S-3 (the “Registration Statement”) for to enable the purpose of registering the sale resale of the Shares, the Warrant Shares and the shares of Common Stock that may be issued upon conversion of that certain Secured Convertible Note, by and among the Purchaser Company, Last Chance, Inc., a Nevada corporation, and the Investor, from time to time on through the facilities of any securities exchange or trading automated quotation system on which the common stock of the Company is then traded Nasdaq SmallCap Market or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall ; (b) use its commercially reasonable efforts best efforts, subject to receipt of necessary information from the Investors, to cause the Registration Statement to become effective within ninety as soon as practicable, but in no event later than sixty (9060) days of after the Effective Registration Statement is filed by the Company. If the Registration Statement has not been declared effective by the SEC on or before the date that is 15 business days after the Closing Date (the “Registration Required Effective Date”)., the Company shall, on the following day and for a period of 59 days thereafter, make a payment to the Investor as compensation for such delay (the “Late Registration Payments”) equal to $500 per day. If the Registration Statement has not been declared effective by the SEC on or before the date that is 75 days after the Closing Date, the Company shall, on the 76th day and thereafter, until the Registration Statement is declared effective by the SEC, make a payment to the Investor as compensation for such delay (the “Additional Late Registration Payments”) equal to $1,000 per day. The Late Registration Payments and the Additional Late Registration Payments will be paid to the Investor by wire transfer or check within five (5) business days after each calendar month during which any such payments become due and payable to the Investor; (bc) The Company shall use its best efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof 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 earliest dateearlier of (i) the second anniversary of the Closing Date, after (ii) the date on which the Investor may sell all Shares then held by the Investor without restriction by the volume limitations of Rule 144(e) of the Securities Act or (iii) such time as all Shares purchased by such Investor in this Offering have been sold pursuant to a registration statement, and to notify each Investor promptly upon the Registration Statement and each post-effective amendment thereto, being declared effective by the SEC; (d) furnish to the Investor with respect to the Shares registered under the Registration Statement such number of copies of 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 have been purchased pursuant by the Investor; provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to the Investor shall be subject to the receipt by the Company of reasonable assurances from the Investor that the 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; (e) file documents required of the Company for normal blue sky clearance in states specified in writing by the 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) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph (a) through (e) of this Agreement on which (i) all Section 6.1 and the registration of the Shares have been disposed of pursuant to the Registration Statement; and (g) 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. (iih) 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 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 Investor’s Shares then held by and the Purchaser Warrant Shares may be sold under the provisions of Rule 144 without limitation as to volume, whether resold pursuant to Rule 144(k) or otherwise, any other rule of similar effect or (iiiB) such date as all of the Investor’s Shares and/or the Warrant Shares shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating under the Exchange Act; and (iii) furnish to such Shares and offered to cause to be removed any restrictive legends on the certificatesInvestor upon written request, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as long as the “Registration Period”). At Investor owns any time after the end of the Registration PeriodShares, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3A) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain an untrue written 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company that it has complied with the reporting requirements of material 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 is not ripe for disclosure in permits the selling of any such Shares without registration. It shall be a registration statement or prospectus, as determined reasonably and in good faith by condition precedent to the Chief Executive Officer or the Board of Directors obligations of the Company or to take any action pursuant to this Section 6.1 that disclosure the Investor shall furnish to the Company such information regarding itself, the Shares and/or the Warrant Shares to be sold by Investor, and the intended method of disposition of such information in securities as shall be required to effect the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs registration of the Company; or (b) any material engagement or activity Shares and/or the Warrant Shares. 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 which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Eventany obligations it has hereunder.

Registration Procedures and Expenses. (a) As The Company shall, as soon as practicable, but and in any event no later thirty within one hundred twenty (30120) following days of the Effective Datedate hereof, the Company shall prepare and file with the Commission a registration statement the Registration Statement on Form SB-2 or other applicable form as determined by S‑3 relating to the Company (the “Registration Statement”) for the purpose of registering the sale resale of the Shares and the Warrant Shares (as defined in the Warrant) (collectively, the “Registrable Securities”) by the Purchaser from time to time on the New York Stock Exchange, or the facilities of any national securities exchange or trading system on which the common stock of the Company Common Stock is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”). (b) Notwithstanding anything contained herein, in the event that the Commission or applicable federal securities laws and regulations prohibit the Company from including all of the Registrable Securities requested by the Purchaser to be registered in a registration statement pursuant to Section 8.1(a), then the Company will be obligated to include in such registration statement only such limited portion of the Registrable Securities as is permitted by the Commission or such federal securities laws and regulations, and the Company shall be obligated to use reasonable best efforts to cause the registration of all of the remaining Registrable Securities as soon as practicable thereafter as is permitted by the Commission or such federal securities laws and regulations. (c) A Purchaser may withdraw all or any part of the Registrable Securities from a Registration Statement at any time prior to the effective date of such Registration Statement. (d) The Company shall shall: (i) use its best efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare the Registration Statement effective; (ii) enter into such customary agreements and take all such other actions as a Purchaser or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of Registrable Securities; (iii) promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Registration Statement effective until the earliest date, of (i) two years after the effective date on which of the Registration Statement or (ii) such time as the Shares become eligible for resale by each of the Purchaser without any volume limitations or other restrictions pursuant to Rule 144 under the Securities Act or any other rule of similar effect; provided that, for the avoidance of doubt, in no event shall the Company have any obligation to keep a Registration Statement effective after such time as all of the Shares have been purchased sold pursuant to this Agreement on which the Registration Statement or Rule 144; (iiv) all furnish to the Purchaser with respect to the Shares have been disposed registered under the Registration Statement (and to each underwriter, if any, of such Shares) such 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; (v) 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; (vi) bear all expenses in connection with the procedures in this Section 8.1 and the registration of the Shares pursuant to the Registration Statement, (ii) all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act other than fees and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificatesexpenses, if any representing such Shares (the period between the Registration Effective Date and the earliest any, of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (counsel or other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered advisers to the Purchaser of Shares from the Purchaseror underwriting discounts, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession brokerage fees and commissions incurred by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if any in connection with the offering of the Shares pursuant to the Registration Statement; (vii) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to the Purchaser promptly after filing; (viii) in order to enable the Purchaser to sell the Shares under Rule 144 to the Securities Act, for so long as any Purchaser Beneficially Owns any Registrable Securities, 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 and to timely file all reports required to permit the continued sale of Shares be filed by the PurchaserCompany under the Exchange Act; The Company understands that each Purchaser disclaims being an underwriter, a post-effective amendment or supplement to Registration Statement or but Purchaser being deemed underwriters shall not relieve the prospectus constituting a part thereof must be filed no later than the 61st day following commencement Company of a Blackout Event.any obligations it has

Registration Procedures and Expenses. The Company shall: (a) As subject to receipt of necessary information from the Investors, prepare and file with the SEC, as soon as practicable, but in any no event no later thirty than the date that is fifteen (3015) following business days after the Effective Closing Date, the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other applicable form as determined by the Company S-3 (the “"Registration Statement”") for to enable the purpose of registering the sale resale of the Shares by the Purchaser Investors from time to time on through the facilities of any securities exchange or trading automated quotation system on which the common stock of the Company is then traded Nasdaq Stock Market or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall ; (b) use its commercially reasonable efforts best efforts, subject to receipt of necessary information from the Investors, to cause the Registration Statement to become effective within ninety as soon as practicable, but in no event later than sixty (9060) days after the Registration Statement is filed by the Company. If the Registration Statement has not been declared effective by the SEC on or before the date that is 121 days after the Closing Date, the Company shall, on the 121st day after the Closing Date and each 30th day thereafter, issue to the Investor .01 additional shares of Common Stock (which shall be deemed to be Shares) for every Share purchased in the Offering until the Registration Statement is declared effective by the SEC (rounded up to the nearest Share after aggregating all Shares held by the Investor); provided, however, that the Company shall issue such additional shares only to the extent it determines, in its sole discretion, it is permitted to issue shares without seeking shareholder approval, including, without limitation, pursuant to the Nasdaq Marketplace Rules, and the Company shall pay the Investors the cash value of the Effective Date (remaining shares it is not permitted to issue, which cash value shall be based on the “Registration Effective Date”).closing bid price of the shares on the date the issuance is required hereunder; (bc) The Company shall use its best efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof 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 earliest dateearlier of (i) the second anniversary of the Closing Date, after (ii) the date on which the Investor may sell all Shares then held by the Investor without restriction by the volume limitations of Rule 144(e) of the Securities Act or (iii) such time as all Shares purchased by such Investor in this Offering have been sold pursuant to a registration statement, and to notify each Investor promptly upon the Registration Statement and each post-effective amendment thereto, being declared effective by the SEC; (d) furnish to the Investor with respect to the Shares registered under the Registration Statement such number of copies of 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 have been purchased pursuant by the Investor, provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to the Investor shall be subject to the receipt by the Company of reasonable assurances from the Investor that the 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; (e) file documents required of the Company for normal blue sky clearance in all states requiring 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; (f) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraph (a) through (e) of this Agreement on which (i) all Section 6.1 and the registration of the Shares have been disposed of pursuant to the Registration Statement; and (g) 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. With a view to making available to the Investor the benefits of Rule 144 (iior 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 then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether resold pursuant to Rule 144(k) or otherwise, any other rule of similar effect or (iiiB) 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 has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating under the Exchange Act; and (iii) furnish to such Shares and offered to cause to be removed any restrictive legends on the certificatesInvestor upon request, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as long as the “Registration Period”). At Investor owns any time after the end of the Registration PeriodShares, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3A) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain an untrue written 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company that it has complied with the reporting requirements of material 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 is not ripe for disclosure in permits the selling of any such Shares without registration. It shall be a registration statement or prospectus, as determined reasonably and in good faith by condition precedent to the Chief Executive Officer or the Board of Directors obligations of the Company or to take any action pursuant to this Section 6.1 that disclosure 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 information in securities as shall be required to effect the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs registration of the Company; or (b) any material engagement or activity Shares. 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 which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Eventany obligations it has hereunder.

Registration Procedures and Expenses. Buyer agrees that after the filing of the Registration Statement it will: (a) As soon as practicable, but in any event no later thirty (30) following the Effective Date, the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) for the purpose of registering the sale of the Shares by the Purchaser from time to time on the facilities of any securities exchange or trading system on which the common stock of the Company is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”). (b) The Company shall prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof Prospectus as may be necessary to keep the Registration Statement effective until the earliest dateBuyer Common Stock so registered and qualified is no longer owned by Shareholder or until the expiration of a period of one year following the Closing Date, after whichever is earlier. (b) if the date on Registration Statement ceases for any reason to be effective during the period referred to in clause (a), take all reasonable action to either make such Registration Statement effective or to file another registration statement (which all for purposes of this Agreement shall be the "Registration Statement" and the related prospectus shall be the "Prospectus") and use it best efforts to cause such registration statement to become effective as soon as practicable and remain effective for the period referred to in clause (a); (c) deliver to Shareholder, as soon as it is available, a conformed copy of the Shares have been purchased pursuant Registration Statement (including any preliminary prospectus) as originally filed and of each amendment thereto (including exhibits and documents incorporated by reference therein); (d) furnish to this Agreement on which (i) all the Shares have been disposed of pursuant to the Registration Statement, (ii) all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction Shareholder selling Buyer Common Stock so registered under the Securities Act such number of copies of the Prospectus and has removed any stop transfer instructions relating amendments or supplements thereto (including all Exhibits thereto and all documents incorporated by reference therein) and the Prospectus included in such Registration Statement (including each preliminary prospectus) as the Shareholder may reasonably request in order to such Shares effect the offering and offered to cause sale of the shares of Buyer Common Stock to be removed offered and sold); and (e) pay all fees and expenses (including without limitation registration and filing fees and legal, accounting and printing fees and expenses but excluding selling fees, discounts and commissions with respect to the sale of Buyer Common Stock and any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end out-of-pocket expenses of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3Shareholder) shall automatically terminatein connection with such registration or qualification. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.

Registration Procedures and Expenses. The Company shall: (a) As subject to receipt of information from the Holders that is both customary and necessary, prepare and file with the SEC, as soon as practicable, but in any no event no later thirty than 30 days after the Closing Date (30) following the Effective Datedate of such filing with the SEC, the Company shall prepare and file with the Commission "Filing Date"), a registration statement on Form SB-2 or other applicable form as determined S-3 (the "Registration Statement") to enable the resale of the Registrable Securities by the Company (the “Registration Statement”) for the purpose of registering the sale of the Shares by the Purchaser Holders from time to time on through the facilities of any securities exchange or trading automated quotation system on which the common stock of the Company is then traded Nasdaq Stock Market or in privately-negotiated transactions; provided, which however, that not less than two (2) days prior to the filing of the Registration Statement, the Company shall make available to the Holders a copy of those portions of the Registration Statement shall contain all material non-public proposed to be filed relating to information disclosed provided to the Purchaser Company by the Company in connection with the issuance Holders and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued agrees to consider appropriate comments provided by such Holders with respect to the Registration Statement for inclusion in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall Registration Statement; (b) use its commercially reasonable efforts efforts, subject to receipt of necessary information from the Holders, to cause the Registration Statement to become effective within ninety as soon as practicable; but in no event later than one hundred twenty (90120) days of after the Effective Filing Date (the “Registration "Effective Date”"); provided, however, that if the Registration Statement has not been declared effective by the SEC on or before the Effective Date, then the Company shall on the first day after the Effective Date, pay the Holders an amount equal to one-half percent (.5%) of the total fair market value of the Shares (which shall be based on the closing price of the Company's Common Stock as reported on Nasdaq on the business day immediately preceding the Closing Date of the Transaction (the "Fair Market Value") received by the Holders pursuant to the Purchase Agreement, and one-quarter percent (.25%) of the total Fair Market Value of the Shares received by the Holders, each thirtieth day thereafter, up to a maximum of one and one-quarter percent (1.25%) of such total Fair Market Value until the Registration Statement is declared effective by the SEC. (bc) The Company shall use its reasonable efforts to prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof 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 Holder's Registrable Securities, the earliest dateearlier of (i) the second anniversary of the Closing Date, after (ii) the date on which such Holder may sell all Registrable Securities then held by such Holder without restriction by the volume limitations of Rule 144(e) of the Shares Securities Act or (iii) such time as all Registrable Securities have been purchased sold pursuant to a registration statement; (d) furnish to the Holder with respect to the Registrable Securities registered under the Registration Statement such 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 Holder may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Holder, provided, however, that the obligation of the Company to deliver copies of prospectuses or preliminary prospectuses to the Holder shall be subject to the receipt by the Company of reasonable assurances from the Holder that the Holder 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; (e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Holder, 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) bear all expenses in connection with the procedures in paragraph (a) through (e) of this Agreement on which (i) all Section 2.1 and the Shares have been disposed registration of the Registrable Securities pursuant to the Registration Statement; (g) advise the Holders, 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; and (iih) with a view to making available to the Holder 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 Holder to sell Registrable Securities 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 Shares then held by the Purchaser Registrable Securities may be sold under the provisions of Rule 144 without limitation as to volume, whether resold pursuant to Rule 144(k) or otherwise, any other rule of similar effect or (iiiB) such date as all of the Holder's Registrable Securities shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and under the Exchange Act; (iii) furnish to the Holder upon request, as long as the Holder owns any Registrable Securities, (A) a written statement by the Company that it has removed 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 Holder of any stop transfer instructions relating rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration; and (iv) subject to the conditions set forth in this Agreement, and provided the conditions of Rule 144(k) are satisfied in all respects, including without limitation, that the Holder is not an Affiliate of the Company, as such Shares and offered term is defined in Rule 144, use commercially reasonable efforts to cause to be removed the removal of any restrictive legends on the certificates, if any representing such Shares (Registrable Securities necessary to enable the period between Holder to sell the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”Registrable Securities under Rule 144(k). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (ci) It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2.1 that the Holder shall furnish to the Company, pursuant to the written request by the Company, such information regarding itself, the Registrable Securities to be sold by Holder, and the intended method of disposition of such securities as shall be required to effect the registration of the Registrable Securities. The Company shall take all lawful action such understands that the Registration StatementHolder disclaims being an underwriter, any amendment thereto and but the prospectus forming a part thereof does not, on Holder being deemed an underwriter by the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company SEC shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by relieve the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Eventobligations it has hereunder.

Registration Procedures and Expenses. The Company shall: (a) As Subject to receipt of necessary information in writing from the Purchasers, as soon as reasonably practicable, but in any no event no later thirty than fifteen (3015) business days following the Effective Closing Date (the “Filing Date”), the Company shall prepare and file with the Commission a registration statement Registration Statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) for the purpose of registering S-3 relating to the sale of the Shares by the Purchaser and the Other Purchasers from time to time on the Nasdaq or the facilities of any national securities exchange or trading system on which the common stock of the Company Common Stock is then traded or in privately-privately negotiated transactionstransactions (the “Registration Statement”). If Form S-3 is not available at that time, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale will file a registration statement or such form as is then available to effect a registration of the Shares. For purposes , subject to the consent of this Section 7.1, the term “Shares” shall include any other securities a majority of the Purchasers, which consent shall not be unreasonably withheld; (b) use its commercially reasonable efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to declare the Registration Statement effective within ninety (90) calendar days after the Closing Date (the “Required Effective Date”). However, so long as the Company issued in exchange for filed the SharesRegistration Statement by the Filing Date, as a dividend on if the Shares or in connection with a stock split or other reorganization transaction affecting Registration Statement receives Commission review, then the SharesRequired Effective Date will be the one hundred twentieth (120th) calendar day after the Closing Date. The Company’s reasonable commercial efforts will include, but not be limited to, promptly responding to all comments received from the staff of the Commission. If the Company shall receives notification from the Commission that the Registration Statement will receive no action or review from the Commission, then the Company will, subject to its rights under this Agreement, use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety five (905) business days of the Effective Date (the “Registration Effective Date”).after such Commission notification; (bc) The Company shall use its reasonable best efforts to promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Registration Statement effective until the earliest dateof (i) two years after the Closing Date, after (ii) the date on which all of the Shares have been purchased pursuant to this Agreement on which (i) all the Shares have been disposed of pursuant to the Registration Statement, (ii) Purchasers may sell all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 Purchasers, without limitation as to volumeregistration, whether pursuant to Rule 144(k) or otherwise, of the Securities Act or (iii) the Company has determined that such time as all Shares then held purchased by all Purchasers in the Purchaser may be Offering have been sold without restriction under pursuant to a Registration Statement or Rule 144 of the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”)Act. At any time after the end of the Registration PeriodThereafter, the Company may shall be entitled to withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) the Purchasers shall automatically terminate. (c) The Company shall take all lawful action such that have no further right to offer or sell any of the Shares pursuant to the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.; (d) The Company shall not be obligated furnish to file a post-effective amendment or supplement the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such 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 prospectus constituting a part thereof during Shares by the continuance Purchaser; (e) file documents required of a Blackout Eventthe Company for normal Blue Sky clearance in states specified in writing by the Purchaser and reasonably acceptable to the Company; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company shall not be required to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1; (ii) file a general consent to service of process in any such jurisdiction; (iii) subject itself to taxation in any such jurisdiction; (iv) provide any undertakings that cause material information that is not ripe for disclosure expense or burden to the Company; or (v) make any change to its organizational documents, which in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; and (f) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 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. Notwithstanding the foregoing, it shall be a condition precedent to the obligations of the Company to take any action pursuant to paragraphs (a) through (f) of this Section 7.1, that disclosure of the Purchaser shall furnish to the Company such information in regarding itself, the Registration Statement or the prospectus constituting a part thereof would Shares to be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares sold by the Purchaser, a and the intended method of disposition of such Shares as shall be required to effect the registration of the Shares, all of which information shall be furnished to the Company in writing specifically for use in 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 hereunder, provided, however, that if the Company receives notification from the Commission that the Purchaser is deemed an underwriter, then the period in which the Company is obligated to submit an acceleration request to the Commission shall be extended to the earlier of (i) the ninetieth (90th) day after such Commission notification, or (ii) one hundred twenty (120) days after the initial filing of the Registration Statement with the Commission. Notwithstanding the foregoing, the parties understand and agree that the Company shall not be obligated to retain an underwriter with respect to the offer and sale of Shares pursuant to the Registration Statement. The Company shall promptly notify the Purchaser of the effectiveness of the Registration Statement, and any post-effective amendment or supplement amendments thereto, as well as of the receipt by the Company of any stop orders of the Commission with respect to the Registration Statement or and the prospectus constituting a part thereof must be filed no later than the 61st day following commencement lifting of a Blackout Eventany such order.

Registration Procedures and Expenses. The Company is obligated to do the following: (a) As soon as practicable, but practicable following the Closing and in any event no later thirty than forty-five (3045) days following the Effective DateClosing, the Company shall prepare and file with the Commission a SEC one or more registration statement on Form SB-2 or other applicable form as determined statements in order to register with the SEC the resale by the Company (the “Registration Statement”) for the purpose of registering the sale Purchasers, from time to time, of the Shares by the Purchaser from time to time on through Nasdaq or the facilities of any national securities exchange or trading system on which the common stock of the Company Company's Common Stock is then traded traded, or in privately-privately negotiated transactions, which transactions (a "Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the SharesStatement"). The Company shall use its commercially reasonable best efforts to cause the such Registration Statement to become be declared effective within ninety (90) days of the Effective Date (the “Registration Effective Date”)as soon thereafter as reasonably possible. (b) The Company shall prepare and file with the Commission SEC (i) such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith, (ii) such SEC Documents and (iii) such other filings required by the SEC, in each case as may be necessary to keep the Registration Statement continuously effective and not misleading until the earliest dateof (A) the second anniversary date of the Closing, after the (B) such date on which as all of the Shares held by all of the Purchasers have been purchased resold or (C) such time as all of the Shares held by the Purchasers can be sold within a given three-month period pursuant to this Agreement on which (i) all Rule 144 under the Shares have been disposed Securities Act. Notwithstanding the foregoing, if, at any time following the effectiveness of pursuant to the Registration Statement, (ii) all of the Shares then held by Company shall have determined that the Purchaser Company may be sold under the provisions of Rule 144 without limitation as required to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed disclose any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Periodmaterial corporate development, the Company may withdraw suspend the effectiveness of the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action until such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain time as 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement has been filed by the Company and declared effective by the SEC or until such time as the related prospectus or file Company has filed an appropriate report with the SEC pursuant to the Exchange Act, which suspension shall endure for such period as deemed necessary by the Company upon advice of counsel (a "Suspension Period"), by giving notice to the Purchasers. The Company will use its best efforts to minimize the length of any other required document so Suspension Period. The Purchaser agrees that, as thereafter delivered upon receipt of any notice from the Company of a Suspension Period, the Purchaser will not sell any Shares pursuant to the Registration Statement until (i) the Purchaser is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) the Purchaser has received copies of any additional or supplemental or amended prospectus, if applicable, and (iii) the Purchaser has (c) In order to facilitate the public sale or other disposition of all or any of the shares by the Purchaser, the Company shall furnish to the Purchaser with respect to the Shares registered under the Registration Statement such number of Shares from copies of prospectuses, prospectus supplements and preliminary prospectuses as the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make Purchaser reasonably requests in conformity with the statements therein, in light requirements of the circumstances under which they were made, not misleadingSecurities Act. (d) The Company shall not be obligated to file a post-effective amendment or supplement to any documents required of the Registration Statement or Company for normal blue sky clearance in states specified in writing by the prospectus constituting a part thereof during the continuance of a Blackout EventPurchaser; provided, however, that no Blackout Event may the Company shall not be deemed required to exist for more 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. (e) Other than 60 days. A “Blackout Event” means fees and expenses, if any, of counsel or other advisers to the Purchasers, which fees and expenses shall be borne by the Purchasers except as referred to in Section 12.8 below, the Company shall bear all expenses (exclusive of any of brokerage fees, underwriting discounts and commissions) in connection with the following: procedures in paragraphs (a) through (d) of this Section 9.1 and if requested by holders of at least a majority of the possession Shares, the fees and expenses, if any, of one counsel to the Selling Stockholders (as defined in Section 9.4) in an amount not exceeding $5,000. (f) With a view to making available to the Purchasers the benefits of Rule 144 promulgated under the Securities Act ("Rule 144") and any other rule or regulation of the SEC that may at any time permit a Purchaser to sell Shares to the public without registration or pursuant to 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) the second anniversary of the Closing Date or (B) such date as all of the 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 Exchange Act; and (iii) furnish to any Purchaser upon request, as long as the Purchaser owns any Shares, (A) a written statement by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by it has complied with the Chief Executive Officer or the Board of Directors reporting requirements of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting Exchange Act, (B) a part thereof would be materially detrimental to the business and affairs copy of the Company; most recent annual or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors quarterly report of the Company, and (C) such other information as may be materially adversely affected by disclosure reasonably requested in a registration statement order to avail any Purchaser of any rule or prospectus at such time. Without the express written consent regulation of the Purchaser, if required to permit SEC that permits the continued sale selling of any such Shares by without registration under the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout EventSecurities Act.

Registration Procedures and Expenses. The Company further covenants that it shall: (a) As soon as practicablewithin 180 days after receipt of any request in the form of Appendix III hereto, but in any event no later thirty (30) following by Purchasers owning 66 2/3% of the Effective DateShares, the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other applicable form as determined by the Company Registration Statement (the “"Registration Statement”") for the purpose of registering relating to the sale of the Shares by the Purchaser from time to time through the automated quotation system of The Nasdaq Small-Cap Market or The Nasdaq National Market, in the over-the-counter market, on the facilities of any national securities exchange or trading system on which the Company's common stock of the Company is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by PROVIDED HOWEVER, that the Company in connection with may postpone the issuance and sale filing of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement for (a) up to 60 days if, in the good faith judgment of the Board of Directors of the Company, the filing of any registration statement during such 60-day period would adversely affect a material proposed or pending acquisition, merger or other extraordinary corporate event to which the Company is or reasonably expects to be a party, or (b) up to 60 days if the Company is not yet eligible to file a registration statement on Form S-3 but reasonably expects to become effective eligible to so file within ninety (90) days of the Effective Date (the “Registration Effective Date”)such 60-day period. (b) use its best efforts to cause the Shares to be quoted on the automated quotation system of The Nasdaq Small-Cap Market, The Nasdaq National Market or the facilities of any national securities exchange on which the Common Stock is then traded, as soon as practicable after request for registration of the Shares; (c) use its best efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to notify the Company shall of the Commission's willingness to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Company; (d) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Registration Statement effective until (i) such shares are sold pursuant to the earliest date, after 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; (e) furnish to the Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such 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; (f) 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; (g) on or prior to the date on which the Registration Statement becomes effective (the "Effective Date"), cause the Accountants to deliver a comfort letter to the Purchasers with respect to the Registration Statement in a form reasonably satisfactory to the Placement Agent and counsel to the Placement Agent; (h) on or prior to the Effective Date, cause Company Counsel to deliver its legal opinion addressed to Purchasers in a form reasonably satisfactory to the Placement Agent and counsel to the Placement Agent; (i) on or prior to the Effective Date, deliver a certificate executed by the Chief Executive Officer and the Chief Financial or Accounting Officer of the Company, in form and substance satisfactory to the Placement Agent to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct with respect to the Registration Statement as of the Effective Date and that the Company has complied with all of the Shares have been purchased pursuant agreements and satisfied all of the conditions to be performed by it on or prior to the Effective Date; and (j) bear all expenses in connection with the procedures in this Agreement on which (i) all Section 7.1 and the registration of the Shares have been disposed of pursuant to the Registration Statement, (ii) all other than fees and expenses, if any, of counsel or other advisers to the Shares then held Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser may be sold under or the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificatesOther Purchasers, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminateany. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.

Registration Procedures and Expenses. (a) As soon as practicable, but practicable following the Closing Date and in any event no later thirty than forty-five (3045) days following the Effective Closing Date, the Company shall prepare and file with the Commission SEC, and thereafter shall use its reasonable best efforts to cause to be declared effective, a shelf registration statement on Form SB-2 or other applicable an appropriate form as determined under the Securities Act relating to the offer and sale of the Shares, the Warrant Shares and the Conversion Shares (together, the "Registrable Securities") by the Company to the Purchasers and/or the Holders (as defined in the “Registration Statement”Note Purchase Agreement) for the purpose of registering the sale of the Shares Notes and by the Purchaser any holders thereof from time to time on time, in accordance with the methods of distribution set forth in such shelf registration statement, through The Nasdaq National Market or the facilities of any national securities exchange or trading system on which the common stock of the Company Company's Common Stock is then traded traded, or in privately-negotiated transactions, which transactions (a "Shelf Registration Statement shall contain all material non-public information disclosed to the Purchaser Statement"). All shares of Common Stock acquired by the Company in connection with Purchasers pursuant to Section 2 or upon the issuance and sale exercise of the Shares. For purposes Warrants acquired by the Purchasers pursuant to Section 2, or upon the conversion of this Section 7.1any Note, the term “Shares” shall include any other securities of the Company issued be included in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the such Shelf Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”)Statement. (b) The Company shall prepare use its reasonable best efforts (including, without limitation, the preparation and file filing with the Commission such SEC of amendments and supplements to the Shelf Registration Statement and the a prospectus forming a part thereof as may to be necessary used in connection therewith) to keep the Shelf Registration Statement continuously effective and not misleading for a period of five (5) years from the Closing Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective until during the earliest date, after requisite period if it takes any action that would result in the date on which all holders of the Shares have been purchased pursuant Registrable Securities covered thereby not being able to this Agreement on which offer and sell such Registrable Securities during that period, unless such action is required by applicable law. Notwithstanding the foregoing, following the effectiveness of the Shelf Registration Statement, the Company may, at any time, suspend the effectiveness of the Shelf Registration Statement for up to no longer than seventy-five (75) days, as appropriate (a "Suspension Period"), by giving notice to the Purchasers and Holders of the Notes, if (i) all the Shares Company shall have been disposed determined that the Company may be required to disclose any material corporate development or (ii) the Company shall be involved in an underwritten public offering of its securities. The Company will use its best efforts to minimize the length of any Suspension Period. Notwithstanding the foregoing, no more than two Suspension Periods may occur in any twelve (12) month period. Each Purchaser and Holder of a Note agrees that, upon receipt of any notice from the Company of a Suspension Period, it will not sell (subject to the limitations on the Company set forth above) any Registrable Securities pursuant to the Shelf Registration StatementStatement until (i) such Purchase or Holder of a Note is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) all such Purchaser or Holder of the Shares then held by the Purchaser may be sold under the provisions a Note has received copies of Rule 144 without limitation as to volumeany additional or supplemental or amended prospectus, whether pursuant to Rule 144(k) or otherwiseif applicable, or and (iii) the Company such Purchaser or Holder of a Note has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed received copies of any stop transfer instructions relating to such Shares and offered to cause additional or supplemental filings which are incorporated or deemed to be removed any restrictive legends on the certificates, if any representing incorporated by reference in such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminateprospectus. (c) The Company shall take In order to facilitate the public sale or other disposition of all lawful action such that the Registration Statement, or any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware Registrable Securities by the Purchasers and Holders of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements)Notes, the Company shall promptly notify the Purchaser, and, subject furnish to the provisions Purchasers with respect to the Registrable Securities registered under the Shelf Registration Statement such number of paragraph (d)copies of prospectuses, prospectus supplements and preliminary prospectuses as soon as the Purchasers and Holders of the Notes reasonably practicable prepare (but, subject to paragraph (d), request in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file conformity with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light requirements of the circumstances under which they were made, not misleadingSecurities Act. (d) The Company shall not be obligated to file a post-effective amendment any documents required of the Company for normal blue sky clearance in states specified in writing by the Purchasers or supplement to Holders of the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout EventNotes; provided, however, that no Blackout Event may the Company shall not be deemed required to exist for more 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. (e) Other than 60 days. A “Blackout Event” means any fees and expenses, if any, of counsel or other advisers to the Purchasers and Holders of the following: Notes, which fees and expenses shall be borne by them (except as referred to in Section 12.8 below), the Company shall bear all expenses (exclusive of any brokerage fees, underwriting discounts and commissions) in connection with the procedures in paragraphs (a) the possession by the Company through (d) of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Eventthis Section 10.1.

Registration Procedures and Expenses. The Company shall: (a) As as soon as practicable, but in any no event no later than thirty (30) days following the Effective DateClosing Date (the "Filing Deadline"), the Company shall prepare and file with the Commission SEC the Registration Statement relating to the resale of the Common Stock and or Conversion Shares (including shares of Common Stock issuable as a registration statement on Form SB-2 or other applicable form result of an anti-dilution adjustment to the Conversion Price (as determined by defined in the Articles of Amendment) and any capital stock of the Company (the “Registration Statement”) for the purpose of registering the sale of issued with respect to the Shares or the Conversion Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise (collectively, the "Registrable Securities") by the Purchaser and the Other Purchasers from time to time on the NYSE, or the facilities of any national securities exchange or trading system on which the common stock of the Company Common Stock is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”).; (b) The Company shall use its best efforts, subject to receipt of necessary information from the Purchasers, to cause the SEC to declare the Registration Statement effective within 45 days or, if the Registration Statement is selected for review by the SEC, 120 days after the Closing Date, and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review or that the SEC has no further comments to the Registration Statement (the "Effective Deadline"); (c) promptly prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof Prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earliest date, of (i) one year after the effective date on which of the Registration Statement or (ii) such time as Registrable Securities become eligible for resale by each of the Purchasers without any volume limitations or other restrictions pursuant to Rule 144 under the Securities Act or any other rule of similar effect; provided that, for the avoidance of doubt, in no event shall the Company have any obligation to keep the Registration Statement effective after such time as all of the Shares Registrable Securities have been purchased sold pursuant to the Registration Statement or Rule 144; (d) furnish to the Purchaser with respect to the Registrable Securities registered under the Registration Statement (and to each underwriter, if any, of such Registrable Securities) such 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 Registrable Securities by the Purchaser; (e) 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) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Agreement on which (i) all Section 7.1 and the Shares have been disposed registration of the Registrable Securities pursuant to the Registration Statement, (ii) all other than fees and expenses, if any, of counsel or other advisers to the Shares then held Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser may be sold under or the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificatesOther Purchasers, if any representing such Shares (in connection with the period between offering of the Registrable Securities pursuant to the Registration Effective Date Statement; (g) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to the earliest Purchaser promptly after filing; (h) issue a press release describing the transactions contemplated by this Agreement on the Closing Date; (i) in order to enable the Purchasers to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of such dates is referred one year from Closing, use its reasonable best efforts to herein as comply with the “Registration Period”). At any time after requirements of Rule 144, including without limitation, use its reasonable best efforts to comply with the end requirements of the Registration Period, Rule 144(c)(1) with respect to public information about the Company may withdraw and to timely file all reports required to be filed by the Company under the Exchange Act. (j) ensure that the Registration Statement (including any amendments or supplements thereto and its obligations under this Section 7 (other than its obligations under Section 7.3prospectuses contained therein) shall automatically terminate.not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading; (ck) The Company shall take all lawful action notify the Purchaser in writing of the happening of any event, as promptly as practicable after becoming aware of such that event, as a result of which the prospectus included in a Registration Statement, any amendment thereto and the prospectus forming a part thereof does notas then in effect, on the Registration Effective Date, contain includes an untrue statement of a material fact or omit omission to state a 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. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.misleading (provided that the Company shall endeavor that such notice not contain any material, nonpublic information), and, promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission; (dl) use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the prompt withdrawal of such order or suspension and to notify each Purchaser who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual written notice of the initiation or written threat of any proceeding for such purpose; and (m) include in the "plan of distribution" section of the Registration Statement disclosure substantially to the effect that: "The selling stockholders may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions." (n) refrain from preparing and filing with the SEC other Registration Statements until the Registration Statement relating to the Registrable Securities is effective. 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 hereunder. If the SEC requires that the Purchaser be obligated named as an underwriter in the Registration Statement, the Purchaser may (and the Company will use its best efforts to file a post-effective amendment or supplement allow) withdraw its Securities from the Registration Statement. A draft of the proposed form of the Registration Statement Questionnaire related to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may to be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession completed by the Company of material information that Purchaser is not ripe for disclosure in a registration statement or prospectus, attached hereto as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.Appendix I.

Registration Procedures and Expenses. (a) As The Company shall, as soon as practicable, but in any no event no later thirty than the thirtieth (3030th) calendar day following the Effective Dateclosing of the first sale of the Shares, the Company shall prepare and file with the Commission a registration statement on Form SB-2 S-3 (or other applicable if Form S-3 or a successor form is not then available to the Company, on such form of registration statement as determined by is then available to effect a registration of the Company Shares) (the “"Registration Statement”") for the purpose of registering the sale to register all of the Shares ("Registrable Securities") held by the Purchaser from time to time on Purchasers for resale by the facilities of any securities exchange or trading system on which the common stock of the Company is then traded or Purchasers in privatelynon-negotiated underwritten, market transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective within ninety (90) days as soon as practicable thereafter. In the event that, unless due to circumstances or causes beyond the reasonable control of the Effective Date Company, the Registration Statement has not become effective on or before the one hundred fiftieth (150th) calendar day following the “closing of the first sale of the Shares, the Company will pay to each Purchaser, upon demand therefor, an amount equal to one percent (1%) of the purchase price paid by each Purchaser for the Shares for each full period, if any, of five (5) business days thereafter before the Registration Effective Date”)Statement becomes effective; provided, however, that the maximum amount payable by the Company pursuant to this sentence is an amount equal to five percent (5%) of the purchase price paid by the Purchasers for the Shares. The Company shall, within three business days before filing such Registration Statement, provide a draft to each Purchaser and its counsel and its agent for review and comment. (b) The Company shall promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Registration Statement effective until the earliest date, after the such date on which when either all of the Shares Registrable Securities have been purchased sold pursuant to this Agreement on which (i) all the Shares have been disposed thereto or, by reason of pursuant to the Registration Statement, (ii) all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed or any stop transfer instructions relating to such Shares and offered to cause other rule of similar effect, the Registrable Securities are no longer required to be removed registered for the resale thereof by the Purchasers in ordinary market transactions without imposition of any restrictive legends on the certificates, if any representing such Shares volume limitations (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “"Registration Period”"). At any time after The Company shall promptly furnish to each Purchaser and its agent such number of copies of prospectuses and preliminary prospectuses in conformity with the end requirements of the Registration PeriodSecurities Act as such Purchaser or its agent may reasonably request, in order to facilitate the Company may withdraw public sale or other disposition of all or any of the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminateRegistrable Securities by such Purchaser. (c) The Company shall take all lawful action promptly file documents required of the Company for any required blue sky clearance for the Registrable Securities in such states specified in writing by each 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, (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. (d) The Company shall promptly inform each Purchaser and its agent when any stop order has been issued with respect to the Registration StatementStatement and use its best efforts to promptly cause such stop order to be withdrawn. (e) 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 is required to be delivered under the Securities Act, of the happening of any amendment thereto and event as a result of which the prospectus forming included in such registration statement, as then in effect, includes an untrue statement of a part thereof does notmaterial 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, on the Registration Effective Dateas thereafter delivered to such Purchasers of such Registrable Securities, contain 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, therein not misleading in light of the circumstances under which they are made, not misleading. Upon becoming aware then existing and use its best efforts to cause each such amendment and supplement to become effective. (f) The Company shall bear all expenses in connection with the procedures in paragraph (a) through (f) in this Section 7.1 and the registration of the occurrence Shares pursuant to the Registration Statement, other than (i) fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers, (ii) any expenses relating to the sale of the Registrable Securities by the Purchasers, or (iii) broker's commissions and discounts or fees of any event or nature relating to the discovery sales. (g) The Company understands that each Purchaser disclaims being an underwriter, but a Purchaser being deemed an underwriter shall not relieve the Company of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the obligations it has hereunder. A questionnaire related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, to be completed by each Purchaser is attached as thereafter delivered Appendix I to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingthis Agreement. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.

Registration Procedures and Expenses. The Company shall: (ai) As as soon as practicablepracticable following receipt of the Stockholder Approval (the “Filing Date”) but, but in any event no event, not later thirty than twenty (3020) following the Effective Datedays thereafter, the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other applicable form as determined by the Company (the “Registration Statement”) for with the purpose Commission to register the offer and sale to the public of registering the sale all of the Registrable Shares by on Form S-3 under the Purchaser from time Securities Act (providing for shelf registration of such Registrable Shares under Commission Rule 415). It shall be a condition precedent to time on the facilities of any securities exchange or trading system on which the common stock obligations of the Company is then traded or in privately-negotiated transactions, which to file the Registration Statement shall contain all material non-public information disclosed with respect to the Registrable Shares of a particular Purchaser that such Purchaser furnish to the Company (x) a customary completed selling stockholder questionnaire and (y) such further information regarding such Purchaser, the Registrable Shares held by such Purchaser and the intended method of disposition of the Registrable Shares held by such Purchaser as shall be reasonably required to effect the effectiveness of the registration of such Registrable Shares. In the event that Form S-3 is not available for the registration of the Registrable Shares, the Company shall register the offer and sale to the public of the Registrable Shares on such other Registration Statement form as is available to the Company and undertake to register the Registrable Shares on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Shares has been declared effective by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall Commission; (ii) use its commercially reasonable efforts to cause such Registration Statement required by Section 4.15(a)(i) to be declared effective within fifteen (15) days following the Filing Date (or, in the event the Staff reviews and has written comments to the Registration Statement to become effective Statement, within ninety forty-five (9045) days following the Filing Date) (the earlier of the Effective Date (foregoing or the applicable date set forth in Section 4.15(vi), the “Registration Effective DateEffectiveness 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 Registration Statement; (biii) The Company shall prepare and file with the Commission such amendments and supplements to the any Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the such Registration Statement continuously effective until the earliest date, after the date on which all of the Shares have been purchased pursuant to this Agreement on which (i) all the Shares have been disposed of pursuant to the Registration Statement, (ii) all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) and free from any material misstatement or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain an untrue statement of a material fact or omit omission to state a material fact therein until the earlier of: (A) the date as of which all Registrable Shares have been sold pursuant to the Registration Statement and (B) that date as of which no Registration Shares remain outstanding, subject to the Company’s right to suspend pursuant to Section 4.15(d); (iv) furnish to the Purchasers such 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 Purchasers; (v) file such documents as may be required of the Company for normal securities law clearance for the offer and sale 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 qualifications during the period the Company is required to be stated therein or necessary to make the statements therein, in light maintain effectiveness of the circumstances Registration Statement; provided, however, that the Company shall not be required in connection with this Section 4.15(a)(v) to qualify 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 or subject the Company to any material tax in any such jurisdiction where it is not then so subject; (vi) upon notification by the Commission that the 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 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 Registration Statement has been declared effective (the date of such notification, the “Effective Date”) by the Commission, file the final prospectus under which they are madeRule 424 within the applicable time period prescribed by Rule 424; (viii) advise the Purchasers promptly, not misleading. Upon becoming aware and in any event within twenty-four (24) hours of (A) the effectiveness of the occurrence Registration Statement or any post-effective amendments thereto, (B) any request by the Commission for amendments to the 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 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 or the discovery of any facts during the Registration Period that make makes any statement of a material fact made in the Registration Statement Statement, the prospectus and amendment or the related prospectus untrue in supplement thereto, or any material respect document incorporated by reference therein, untrue, or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any additions to or changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would in order to make the statements therein not misleading; (ix) cause all Registrable Shares to be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity listed on each securities exchange on which equity securities by the Company which wouldare then listed, if any; and (x) bear all expenses in connection with the reasonable procedures in paragraphs (i) through (ix) of this Section 4.15(a) and good faith determination the registration of the Chief Executive Officer or Registrable Shares on such Registration Statement and the Board of Directors satisfaction of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at blue sky laws of such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Eventstates.

Registration Procedures and Expenses. The Company shall: (a) As soon as practicableuse its best efforts, but in any no event no later thirty (30) than 60 days following the Effective Datedate of Closing, the Company shall to prepare and file file, with the Commission a registration statement on Form SB-2 or other applicable form Registration Statement under the Securities Act following the date of Closing, and use its reasonable best efforts to cause the Registration Statement to become effective as determined soon as practicable thereafter, relating to the resale pursuant to Rule 415 under the Securities Act of the Registrable Stock by the Company (the “Registration Statement”) for the purpose of registering the sale of the Shares by the Purchaser Holders from time to time on through the automated quotation system of Nasdaq or the facilities of any national securities exchange or trading system on which the common stock of the Company is Common Shares are then traded or in privately-negotiated transactions, which and otherwise as described in the “Plan of Distribution” section of the Company’s Form F-3 Registration Statement filed on July 22, 2003; (b) Each time the Company shall contain determine to file a Registration Statement in connection with the proposed offer and sale for money of any of its securities by it or any of its security holders, the Company will give written notice of its determination to all material non-public information disclosed Holders. Upon the written request of a Holder given within twenty (20) days after the giving of any such notice by the Company, the Company will use its best efforts to cause all such shares of Registrable Stock, the Holders of which have so requested registration thereof, to be included in such Registration Statement, all to the Purchaser extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Stock to be so registered. If the Registration Statement is to cover an underwritten distribution, the Company shall use its best efforts to cause the Registrable Stock requested for inclusion pursuant to this paragraph to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in the good faith judgment of the managing underwriter of such public offering, the inclusion of any or all of the Registrable Stock requested for inclusion pursuant to this paragraph and other securities would interfere with the successful marketing of a smaller number of shares to be offered, then the number of shares of Registrable Stock and other securities to be included in the offering (except for shares to be issued by the Company in connection an offering initiated by the Company) shall be reduced accordingly on a prorata basis with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”)security holders. (bc) The Company shall promptly and in good faith respond to all Commission’s comments on the Registration Statement, and within two (2) business days of receipt of an indication from the Commission that it has no further comments, request acceleration of the effectiveness of the registration at the earliest practicable time; (d) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Registration Statement effective until the earliest dateearlier of (i) the third anniversary of the Closing Date, after (ii) the date following exercise of the Warrants on which the Holder may sell all the Shares then held by the Holder within a three-month period in accordance with Rule 144 under the Securities Act (“Rule 144”), or (iii) such time as all the Registrable Stock purchased by the Holder have been sold pursuant to a registration statement; (e) so long as the Registration Statement is effective covering the resale of the Registrable Stock owned by the Holders, furnish to the Holder such reasonable number of copies of prospectuses and such other documents as the Holders may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Stock; (f) file documents required of the Company for 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 so qualified or has not so consented; (g) bear all expenses in connection with the procedures in paragraphs (a) through (f) of this Section 7.2 and the registration of the Shares have been purchased pursuant to this Agreement on which (i) all the and Warrant Shares have been disposed of pursuant to the Registration Statement, except for any underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any; and (h) with a view to making available to the 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 the Purchaser to sell the Shares and Warrant 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 Purchaser’s Shares and Warrant Shares may be resold within a given three-month period pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Purchaser’s Shares and Warrant Shares shall have been resold and (ii) file with the Commission in a timely manner all reports and other documents required of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to under the Exchange Act. (i) notify the Holders participating in such Shares and offered to cause to be removed any restrictive legends on the certificatesregistration, if any representing such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time promptly after the end it shall receive notice thereof, of the Registration Period, the Company may withdraw the date and time when such Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminate. (c) The Company shall take all lawful action such that the Registration Statement, any each post-effective amendment thereto and the has become effective or a supplement to any prospectus forming a part thereof does notof such Registration Statement has been filed; (j) notify the Holders participating in such registration promptly of any request by the Commission or any state securities commission or agency for the amending or supplementing of such Registration Statement or prospectus or for additional information; (k) prepare and promptly file with the Commission, on and promptly notify such participating Holders of the filing of, such amendments or supplements to such Registration Effective DateStatement or prospectus as may be necessary to correct any statements or omissions if, contain at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements thereintherein not misleading; (l) advise such participating Holders, in light promptly after it shall receive notice or obtain knowledge thereof, of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence issuance of any event stop order by the Commission or any state securities commission or agency suspending the discovery effectiveness of any facts during the Registration Period that make any statement of a material fact made in the such Registration Statement or the related prospectus untrue in initiation or threatening of any material respect proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or which material fact is omitted from to obtain its withdrawal if such stop order should be issued; (m) cooperate with the Holders to facilitate the timely preparation and delivery (under normal way settlement procedures) of certificates representing securities to be sold pursuant to any Registration Statement or related prospectus that requires the making free of any changes restrictive legends and in such denominations and registered in such names as Holders may request prior to sales of securities pursuant to such Registration Statement; (n) comply with all applicable rules and regulations of the Commission and shall make generally available as soon as practicable after the effective date of the applicable Registration Statement or related prospectus so that it will not contain any untrue an earnings statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to satisfying the provisions of paragraph Section 11(a) of the Securities Act; (d), as soon as reasonably practicable prepare (but, subject o) permit the Purchaser to paragraph (d), in no event more than five (5) business days in assign the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment rights under this Section 7 to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of person in connection with a material fact or omit to state a material fact necessary to make the statements therein, in light transfer of the circumstances under which they were made, not misleadingRegistrable Stock. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.

Registration Procedures and Expenses. The Company is obligated to do the following: (a) As soon as practicable, but in any event no later thirty (30) following the Effective Date, the The Company shall use its commercially reasonable efforts to prepare and file with the Commission Commission, within 60 days of the Closing Date, a resale registration statement on Form SB-2 S-3 (or such other applicable resale registration form as determined that the Company may then be eligible to use) in order to register with the Commission the resale by the Company (the “Registration Statement”) for the purpose of registering the sale Purchaser, from time to time, of the Shares by the Purchaser from time to time on through Nasdaq or the facilities of any national securities exchange or trading system on which the common stock of the Company Company’s Common Stock is then traded traded, or in privately-negotiated transactions, which transactions (a “Registration Statement”). The Company shall provide the Purchaser and its counsel a reasonable opportunity to review and comment upon the Registration Statement prior to its filing with the Commission, and shall contain all material non-public information disclosed consider and act in good faith with respect to the Purchaser incorporation of any changes in the Registration Statement reasonably proposed by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1, the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the SharesPurchaser. The Company shall use its commercially reasonable efforts to cause the such Registration Statement to become be declared effective within ninety (90) days of the Effective Date (the “Registration Effective Date”)as soon thereafter as reasonably practicable. (b) The If such a Registration Statement has been filed, the Company shall use its commercially reasonable efforts to prepare and file with the Commission (i) such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith, (ii) such reports with the Commission and (iii) such other filings required by the Commission, in each case as may be necessary to keep the Registration Statement effective and not misleading until the earliest dateof (A) the second anniversary date of the Closing Date, after the date on which or (B) such time as all of the Shares have been purchased held by the Purchaser can be sold within a given three-month period pursuant to this Agreement on which Rule 144 under the Securities Act. Notwithstanding the foregoing, following the effectiveness of the Registration Statement, the Company may, at any time, suspend the effectiveness of the Registration Statement for up to an aggregate of 60 days, as appropriate (i) all a “Suspension Period”), by giving notice to the Purchaser, if the Company shall have determined that the Company may be required to disclose any material corporate development. Notwithstanding the foregoing, the Company may not suspend the effectiveness of the Registration Statement more than twice during any twelve-month period. Each Purchaser agrees that, upon receipt of any notice from the Company of a Suspension Period, such Purchaser will not sell any Shares have been disposed of pursuant to the Registration StatementStatement until (i) such Purchaser is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) all such Purchaser has received copies of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volumeany additional or supplemental or amended prospectus, whether pursuant to Rule 144(k) or otherwiseif applicable, or and (iii) the Company such Purchaser has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed received copies of any stop transfer instructions relating to such Shares and offered to cause additional or supplemental filings which are incorporated or deemed to be removed any restrictive legends on the certificates, if any representing incorporated by reference in such Shares (the period between the Registration Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 7 (other than its obligations under Section 7.3) shall automatically terminateprospectus. (c) The Company following term used in this Section 8.1(c) shall take all lawful action such that have the Registration Statement, any amendment thereto and the prospectus forming a part thereof does not, on the Registration Effective Date, contain 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 light of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event or the discovery of any facts during the Registration Period that make any statement of a material fact made in the Registration Statement or the related prospectus untrue in any material respect or which material fact is omitted from the Registration Statement or related prospectus that requires the making of any changes in the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), in no event more than five (5) business days in the case of a supplement or seven (7) business days in the case of a post-effective amendment) and file with the Commission a supplement or post-effective amendment to the Registration Statement or the related prospectus or file any other required document so that, as thereafter delivered to the Purchaser of Shares from the Purchaser, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.definitions: