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. The Company shall: (a) As soon as practicablesubject to receipt of necessary information from the Investors reasonably requested by the Company, but in any event no later thirty (30) following the Effective Date, the Company shall 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 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 and provide the Investor at least two (2) business days to review and provide comments to the Registration Statement shall contain all material non-public before filing with the SEC; (b) use its best efforts, subject to receipt of necessary information disclosed to from the Purchaser Investor reasonably requested by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1Company, 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, but in no event later than sixty (9060) days after the Registration Statement is filed by the Company. The Company shall notify each representative of the Effective Investor listed on the signature page to the Stock Purchase Agreement, if any, of the effectiveness of the Registration Statement on the day that the SEC declares the Registration Statement effective. 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 “Registration Required Effective Date”)., the Company shall, on the 91st day and each 30th day thereafter, make a payment to the Investor as partial compensation for such delay (the “Late Registration Payments”) equal to 1% of the purchase price paid for the Shares purchased by the Investor and not previously sold by the Investor (but in no event to exceed 8% in the aggregate) until the Registration Statement is declared effective by the SEC. The Late Registration Payments will be prorated on a daily basis during each 30 day period and will be paid to the Investor by wire transfer or check within five business days after the earlier of (i) the end of each 30 day period following the Required Effective Date or (ii) the effective date of the Registration Statement; (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 SEC (“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; (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 receives notice or obtains 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 reasonably 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. (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 subject to receipt of necessary information from the Purchasers, prepare and file with the SEC, as soon as practicable, but in any no event no later thirty than sixty (3060) following days after the Effective DateClosing Date (such date, the Company shall prepare and file with the Commission “Filing Date”), a registration statement on Form SB-2 or other applicable form as determined by to enable the Company resale of all of the Underlying Shares (the “Registration Statement”); (b) 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 transactionsuse its reasonable best efforts, which Registration Statement shall contain all material non-public information disclosed subject to the Purchaser by receipt of necessary information from the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1Purchasers, 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 as soon as practicable after the filing thereof, but in any event within ninety four (904) days calendar months of the Effective Closing Date if the Registration Statement is not reviewed by the SEC and within six (6) calendar months of the Closing Date if the Registration Statement is reviewed by the SEC (the “Registration Effective DateEffectiveness Deadline”). (b) The ; provided that if and to the extent that any of the Underlying Shares are not included in the Registration Statement at the time it is declared effective for reasons other than the failure of the Purchaser to furnish to the Company the information required by the next to last paragraph of this Section 6.1, the Company shall use its reasonable best efforts, subject to the receipt of necessary information from the Purchasers, to prepare and file with the Commission SEC such additional Registration Statements as the Company in its reasonable judgment shall deem viable for the purpose of effectively registering for resale under the Securities Act all of the Underlying Shares; (c) use its reasonable best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith (the “Prospectus”) as may be necessary to keep the Registration Statement current and effective for a period from the date the Registration Statement is declared effective by the SEC until the earliest date, after of (i) the date when all Underlying Shares covered by such Registration Statement have been sold and (ii) the date on which the Purchasers may sell all of the Underlying Shares have been purchased acquired or which the Purchaser has the right to acquire without restriction pursuant to Rule 144(k) under the Securities Act (or any successor provision thereof having similar effect) (the “Effectiveness Period”); (d) furnish, without charge, to the Purchaser with respect to the Underlying Shares registered under the Registration Statement such number of copies of the Registration Statement, each amendment and supplement thereto (in each case including all exhibits), Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC (“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 Underlying Shares by the Purchaser; (e) file documents required of the Company for normal blue sky clearance in U.S. states reasonably specified in writing by the Purchaser 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 and pay all expenses (other than professional fees incurred by the Purchasers and underwriting discounts and commissions, if any) incident to the performance of or compliance with this Agreement by the Company under Section 6.1 or Section 6.3, whether or not the Registration Statement is filed or becomes effective and whether or not any Underlying Shares are sold pursuant to the Registration Statement; (g) advise the Purchasers, promptly (but in any event within five (5) business days) 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. (h) use its reasonable best efforts to cause all such Underlying Shares covered by such Registration Statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for all Underlying Shares registered pursuant to this Agreement on and provide a CUSIP number for all such Underlying Shares, in each case not later than the effective date of such registration; (j) notify the Purchaser, promptly after the Company receives notice thereof (but in any event within five (5) business days), of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such registration statement has been filed; (k) cooperate with the Purchaser to facilitate the timely preparation and delivery of certificates representing the Underlying Shares sold pursuant to a Registration Statement, which certificates shall be free, to the extent sold in compliance with the “plan of distribution” set forth in the Registration Statement and to the extent permitted by applicable law and the Purchase Agreement, of all restrictive legends, and to enable such Underlying Shares to be in such denominations and registered in such names as any Purchaser may request; and (l) 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 SEC that may at any time permit the Purchaser to sell the Underlying 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 Underlying Shares acquired or that may be acquired by the Purchaser may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Underlying Shares acquired or that may be acquired by the Purchaser shall have been disposed resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (iii) furnish to the Purchaser upon request, as long as the Purchaser owns any Shares, Warrants or Underlying Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the Purchaser of any rule or regulation of the SEC that permits the selling of any such Shares without registration. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 6.1 that the Purchaser shall furnish to the Company such information regarding himself, herself or itself, the Underlying Shares to be sold by such Purchaser pursuant to the Registration Statement, (ii) all and the intended method of disposition of such Underlying Shares as shall be required to effect the registration thereof. If the Registration Statement refers to any Purchaser by name or otherwise as the holder of any securities of the Shares Company, then held such Purchaser shall have the right to require (if such reference to such Purchaser by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) name or otherwise, or (iii) the Company has determined that all Shares then held otherwise is not required by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating or similar federal statute then in force) the deletion of the reference 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 Purchaser 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 filed or prepared subsequent to the prospectus constituting a part thereof during time that such reference ceases to be required. The Company understands that the continuance of a Blackout Event; providedPurchaser disclaims being an underwriter, however, that no Blackout Event may be but the Purchaser being deemed to exist for more than 60 days. A “Blackout Event” means any of an underwriter by the following: (a) the possession by SEC 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 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 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. Purchaser shall: (a) As as soon as practicable, practicable after the closing date but in any no event no later thirty than ninety (3090) following days after the Effective Dateclosing date, the Company shall prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement on Form SB-2 or other applicable form as determined S-3 which meets the requirements of Rule 415 promulgated under the Securities Act (a "Shelf Registration Statement") covering the sale by the Company (Stockholder from time to time of all of the “shares of the Purchaser Common Stock received by the Stockholder in the Merger. The foregoing notwithstanding, Purchaser shall have no obligation to file a Shelf Registration Statement”) for Statement or to maintain the purpose effectiveness of registering any previously filed Shelf Registration Statement if the sale of the Shares by Purchaser Common Stock pursuant to exemption from registration under Rule 144 is available to the Stockholder. Further, the Purchaser from time may extend its obligation to time on file a registration statement if the facilities of any securities exchange Purchaser advises the Stockholder that there is a pending, but unannounced transaction or trading system on development which the common stock Purchaser determines is not then appropriate for disclosure, and that registration 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”)Common Stock would require such disclosure. (b) The Company shall use its best efforts, subject to receipt of necessary information from the Stockholder, to cause each of the Shelf Registration Statements to become effective; (c) prepare and file with the Commission such amendments and supplements to the Shelf Registration Statement Statements and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Shelf Registration Statement Statements effective until the earliest date, after earlier of the date on which all the Purchaser Common Stock registered by such Shelf Registration Statement has been sold, or one year from the date of the Shares have been purchased pursuant initial filing thereof; (d) during the period referred to this Agreement on which in (ic) all above, prepare and promptly file with the Shares have been disposed Commission, and promptly notify the Stockholder of pursuant the filing of, such amendment or supplement to each such Shelf Registration Statement and the prospectus as may be necessary to correct any statements or omissions if, at any time when a prospectus relating to the Registration Statement, (ii) all of the Shares then held by the Purchaser may Common Stock is required to 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 delivered 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 StatementAct, any amendment thereto and event has occurred the result of which is that any such prospectus forming a part thereof does not, on the Registration Effective Date, contain then in effect would include or incorporate 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, therein not misleading in light of the circumstances under in which they are were made; (e) advise the Stockholder, not misleading promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of any of such Shelf Registration Statements or the initiation or threatening of any proceeding for that purpose and promptly use its diligent best efforts to prevent the issuance of any stop order and to obtain its withdrawal if such stop order should be issued; (taking into account any prior amendments or supplements), the Company shall promptly notify the Purchaser, and, subject f) furnish to the provisions Stockholder with respect to the Purchaser Common Stock registered under any of paragraph the Shelf Registration Statements such number of copies of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Stockholder may reasonably request (d), as soon as reasonably practicable prepare (but, subject to paragraph (d), but 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 therein100 copies), in light order to facilitate the public sale or other disposition of all or any 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 registered Purchaser Common Stock by the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout EventStockholder; provided, however, that no Blackout Event the obligation of Purchaser to deliver copies of prospectuses or preliminary prospectuses to the Stockholder shall be subject to the receipt by Purchaser of reasonable assurances from the Stockholder that the Stockholder will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be deemed applicable in connection with any use of such prospectuses or preliminary prospectuses; (g) file documents required of Purchaser for normal blue sky clearance in states reasonably specified in writing by the Stockholder, provided, however, that Purchaser shall not be required to exist for more than 60 days. A “Blackout Event” means qualify to do business or consent to service of process in any of jurisdiction in which it is not now so qualified or has not so consented; and (h) bear all expenses in connection with the following: procedures in paragraphs (a) through (g) of this Section 11.1 and 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 Purchaser Common Stock pursuant to each of the Shelf Registration Statements, other than fees and expenses, if any, of counsel or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental other advisers 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 EventStockholder.

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 is obligated to do the following: (a) As soon as practicable, but in any event no later thirty (30) practicable 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 sale 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 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”Statement"). (b) The Company shall use reasonable best 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 SEC Reports and (iii) such other filings required by the Commission, as may be necessary to keep the Registration Statement continuously effective until the earliest date, after second anniversary of the first 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) no Warrants remain unexercised 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 Eventunexpired; provided, however, that no Blackout Event in the event of a Suspension Period (as defined below), the Company shall extend the period of effectiveness of such Registration Statement by the aggregate number of days of each such Suspension Period. The Company may be deemed suspend use of the prospectus when it deems necessary, in its reasonable judgment, until such time as the Company subsequently authorizes use of the prospectus (each such period, a "Suspension Period"). Upon the declaration of a Suspension Period, the Company shall use reasonable best efforts to exist end the Suspension Period as quickly as possible. Notwithstanding the foregoing, the Company shall not allow a Suspension Period to continue for more than 60 days unless the Company shall deliver to the Purchasers a second notice, which shall have the effect of extending the Suspension Period by up to an additional 30 days. A “Blackout Event” means In no event shall the Company extend a Suspension Period beyond such 90 day period. The Company shall not under any circumstances be entitled to exercise its rights under this subparagraph to effect a Suspension Period more than two times in any 12 month period. Each Purchaser agrees that such Purchaser will not sell any Shares pursuant to the prospectus beginning at the time the Company gives such Purchaser notice of the following: (a) suspension of the possession by prospectus and ending at the time 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.gives

Registration Procedures and Expenses. The Company shall as soon as possible after the date hereof: (a) As soon file with the SEC an S-3 registration statement under the Securities Act (providing for shelf registration of the Common Stock under SEC Rule 415) on a form which is appropriate to register all of the Registrable Shares; (b) use its best efforts, subject to receipt of necessary information from the Purchaser, to cause such Registration Statement to become effective as promptly after filing as practicable, but in any event no later thirty ; (30c) 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 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 termination of such obligation as provided in Section 7.9 below; (d) furnish to the earliest datePurchaser (and to each underwriter, after if any, of such Common Stock) such number of copies of prospectuses in conformity with the date on which all 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 have been purchased pursuant by the Purchaser; (e) file such documents as may be required of the Company for normal securities law clearance for the resale of the Registrable Shares in which states of the United States as may be reasonably requested by the Purchaser provided, however, that the Company shall not be required in connection with this paragraph (e) to this Agreement on which qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction; (f) advise the Purchaser promptly: (i) all of any request by the Shares have been disposed of pursuant SEC for amendments to the Registration Statement, Statement or amendments to the prospectus or for additional information relating thereto: (ii) all of the Shares then held issuance by the Purchaser may be sold under SEC of any stop order suspending the provisions effectiveness 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 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 (iii) 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, any 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; (g) in connection with the filing of any document that is to be materially detrimental to incorported by reference into 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 (after the initial filing) of the Registration Statement): (i) use its best efforts to provide copies of such document to the Purchaser prior to such filing and in any event no later than concurrently with such filing; and (ii) make the 61st day following commencement Company's representative available for discussion of a Blackout Eventsuch document; (h) use its best efforts to cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and (i) bear all expenses in connection with the procedures in paragraphs (a) through (h) of this Section 7.2 and the registration of the Registrable Shares on such Registration Statement and the satisfaction of the blue sky laws of such states, including NASD fees, listing fees, printing expenses, accountant's fees, and the reasonable fees and expenses of legal counsel to the Purchaser in connection with the procedures in paragraph (a) through (h) of this Section 7.2 and other than underwriting discounts and selling commissions.

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: (ai) As soon as practicable, but in any event no later than thirty (30) following days prior to the Effective Datelast day of the Lock-Up Period, 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”) 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 4.16(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 4.16(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 4.16(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 4.16(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 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 4.16(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 is obligated to do the following: (a) As soon as practicable, but in any event no later thirty (30) following Within two weeks of the Effective First Closing 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 sale by the Company (the “Registration Statement”) for the purpose of registering the sale of the Shares by the Purchaser Purchasers, from time to time on time, of (i) 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 Shares issued in exchange the First Closing and (ii) the Warrant Shares underlying the Warrants issued in the First Closing for the Shares, as sale pursuant to such registration statements (a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares"Registration Statement"). The Company shall use its commercially reasonable best efforts to cause the such Registration Statement to become effective within ninety (90) days as soon as practicable thereafter. Promptly after filing any such Registration Statement, the Company will furnish to the Purchasers a copy of the Effective Date (the “such Registration Effective Date”)Statement. (b) The Within two weeks of the Second Closing Date, the Company shall prepare and file with the Commission such amendments and supplements one or more registration statements in order to register with the Registration Statement and Commission the prospectus forming a part thereof as may be necessary sale by the Purchasers, from time to keep the Registration Statement effective until the earliest datetime, 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 issued in the Second Closing and (ii) the Warrant Shares underlying the Warrants issued in the Second Closing for sale pursuant to the such registration statements (a "Registration Statement"). The Company shall use its best efforts to cause such Registration Statement to become effective as soon as practicable thereafter. Promptly after filing any 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) or otherwise, or (iii) the Company has determined that all Shares then held by will furnish 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 (the period between the Registration Effective Date and the earliest Purchasers a copy 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 terminateStatement. (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 use reasonable best efforts 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 (i) such amendments and supplements to the each such Registration Statement or and the related prospectus or file any used in connection therewith, (ii) such SEC Reports and (iii) such other filings required document so thatby the Commission, 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 may be necessary to make keep each Registration Statement continuously effective until the statements therein, in light second anniversary of the circumstances under first date on which they were made, not misleading. (d) The Company shall not be obligated to file a post-effective amendment no Warrants remain unexercised or supplement to unexpired or until the date on which no Shares registered on such Registration Statement are outstanding or the prospectus constituting a part thereof during the continuance of a Blackout Eventissuable and remain unsold pursuant to such Registration Statement; provided, however, that no Blackout Event in the event of a Suspension Period (as defined below) or a Stand-Off Period (as defined in Section 10.6 hereof), the Company shall extend the period of effectiveness of such Registration Statement by the aggregate number of days of each such Suspension Period or Stand-Off Period. The Company may be deemed suspend use of a prospectus when it deems necessary, in its reasonable judgment, until such time as the Company subsequently authorizes use of such prospectus (each such period, including any time period during which a stop order issued by the Commission is in effect with respect to exist such prospectus or related Registration Statement, a "Suspension Period"). Upon the declaration of a Suspension Period, the Company shall use reasonable best efforts to end the Suspension Period as quickly as possible. Notwithstanding the foregoing, the Company shall not allow a Suspension Period to continue for more than 60 days unless the Company shall deliver to the Purchasers a second notice, which shall have the effect of extending the Suspension Period by up to an additional 30 days. A “Blackout Event” means In no event shall the Company extend a Suspension Period beyond such 90 day period. The Company shall not under any circumstances be entitled to exercise its rights under this subparagraph to effect a Suspension Period more than two times in any 12 month period. Each Purchaser agrees that such Purchaser will not sell any Shares pursuant to a prospectus beginning at the time the Company gives such Purchaser notice of the suspension of the prospectus and ending at the time the Company gives such Purchaser notice of the termination of the Suspension Period. Each Purchaser further agrees to promptly notify the Company of the sale of all of such Purchaser's Securities. (d) In order to facilitate the public sale or other disposition of all or any of the following: Shares by each Purchaser, the Company shall furnish to each Purchaser with respect to the Shares registered under the Registration Statement such number of copies of prospectuses and preliminary prospectuses as such Purchaser reasonably requests in conformity with the requirements of the Securities Act. (e) The Company shall file documents required of the Company for blue sky clearance in states specified in writing by each Purchaser; PROVIDED, HOWEVER, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (f) Other than 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 provided in the next sentence and under Section 13.8 below, the Company shall bear all expenses (exclusive of underwriting discounts and commissions) in connection with the procedures in paragraphs (a) through (e) of this Section 10. 1. The Company shall bear the possession by expenses of reasonable fees and disbursements of a single special counsel for the Company Purchasers (including any purchasers pursuant to the Common Stock Purchase Agreement of material information that is not ripe for disclosure even date herewith described in a registration statement or prospectus, as determined Section 13.9 hereof) reasonably and in good faith by the Chief Executive Officer or the Board of Directors acceptable to each of the Company or that disclosure of such information Purchasers in the connection with each 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 Eventpursuant to this Section 10 not to exceed $15,000.

Registration Procedures and Expenses. The Company shall: (ai) As as soon as practicable, but in any no event no later thirty than the date that is fourteen (3014) following business days after the Effective Datefinal execution of the Nanogen/Motorola Settlement Agreement, the Company shall prepare except as described in Sections 1.2 and 1.3, file with the Commission SEC a registration statement 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 from time to time on through the Nasdaq National Market 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 ; (ii) use its commercially reasonable efforts best efforts, subject to receipt of a properly completed Annex A from each Purchaser, to cause the such Registration Statement to become effective within ninety (90) days of the Effective Date (the “Registration Effective Date”).as promptly after filing as practicable; (biii) 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 used in connection therewith as may be necessary to keep the Registration Statement effective until the earliest date, after later of either the first anniversary of the Closing Date or the date on which that the Shares purchased hereunder by each Purchaser have been sold by such Purchaser or are eligible to be sold by such Purchaser pursuant to Rule 144 during a single three month period without restriction by the volume limitations of Rule 144 (the "Effectiveness Date"); (iv) furnish to the Purchasers with respect to Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and such other documents as the Purchasers may reasonably request in order to facilitate the public sale or other disposition of all or any of the Shares have been purchased pursuant by the Purchasers; (v) file documents required of the Company for normal Blue Sky clearance in states as may reasonably be requested in writing by the Purchasers; PROVIDED, HOWEVER, that the Company shall not be required to this Agreement on 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) advise the Purchasers promptly of: (i) all any request by the Shares have been disposed of pursuant SEC for amendments to the Registration Statement, Statement or amendments to the prospectus or for additional information relating thereto; (ii) all the issuance by the SEC of any stop order suspending the effectiveness 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 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 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 (iii) 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 be materially detrimental in order to make the statements therein not misleading; and (vii) bear all 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 business Registration Statement, other than fees and affairs expenses, if any, of counsel or other advisers to the Company; Purchasers or (b) any material engagement or activity underwriting discounts, brokerage fees and commissions incurred 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 Eventany.

Registration Procedures and Expenses. The Company shall: (a) As soon use its best efforts to file a Registration Statement with the SEC within thirty (30) days following the Closing 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; (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 practicable, 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 ninety (90) days following the Effective Closing Date; provided, however, that in the event that a Registration Statement is reviewed by the SEC, then the Effectiveness Deadline Date shall mean, with respect to any Registration Statement, the Company shall date that is one hundred twenty (120) days following the Closing Date; (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 the such Registration Statement continuously effective until termination of such obligation as provided in Section 7.6 below, subject to the earliest date, after the date on which all of the Shares have been purchased Company’s right to suspend pursuant to this Agreement on which Section 7.5; (id) all furnish to each Purchaser (and to each underwriter, if any, of such Registrable Shares) such number of copies of prospectuses in conformity with the Shares have been disposed requirements 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 other documents as the “Registration Period”). At any time after the end of the Registration Period, the Company Purchasers 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 thereinreasonably request, in light order to facilitate the public sale or other disposition of the circumstances under which they are made, not misleading. Upon becoming aware of the occurrence of any event all 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 Registrable Shares by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, Purchasers; (e) file such documents as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors may be required of the Company or that disclosure of such information in for normal securities law clearance for the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs resale of the Company; or (b) any material engagement or activity by the Company which would, Registrable Shares in the reasonable and good faith determination such states 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.United States

Registration Procedures and Expenses. (a) As soon as practicable, but in any event no later thirty than forty- five (3045) days following the Effective Datedate of this Agreement, 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 Shares 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 7.17, the term “"Shares” " shall include the Shares, and any other securities shares of the Company issued in exchange for for, or in respect of, 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 SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary in the reasonable discretion of the Purchaser or the Company 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 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 each 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-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 Cutter & Buck will use its best efforts to effect the registration of any of the Shares under the Act, Xxxxxxx will furnish in writing such information as practicableis reasonably requested by Cutter & Buck for inclusion in the registration statement relating to such offering, but in any event no later thirty (30) following the Effective Dateincluding, without limitation, the Company number of Shares to be sold and such other information and documentation as Cutter & Buck shall prepare reasonably request, and Cutter & Buck will, as expeditiously as possible: a. Prepare and file with the Commission a registration statement on Form SB-2 or other applicable form with respect to the Shares and use its best efforts to cause such registration statement to become and remain effective for such period as may be necessary to permit the successful marketing of such Shares 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 Xxxxxxx in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchaser by the Company in connection cooperation 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”)Cutter & Buck's investment bankers. (b) The Company shall prepare b. 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 comply with the provisions of the Act; and to keep such registration statement effective for that period of time specified in paragraph (a) above; c. Furnish to Xxxxxxx such number of prospectuses and preliminary prospectuses and such other documents as Xxxxxxx may reasonably request in order to facilitate the Registration Statement effective until public sale or other disposition of the earliest date, after Shares; d. Use its best efforts to register or qualify the date on Shares covered by such registration statement under other securities or blue sky laws of such jurisdictions as Xxxxxxx shall reasonably request and do any and all other acts and things which all may be necessary or desirable to enable Xxxxxxx to consummate the public sale or other disposition of the Shares have been purchased pursuant to this Agreement on which (i) all in such jurisdictions; e. In the Shares have been disposed event of pursuant to the Registration Statementany underwritten public offering, (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 enter into 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 perform its obligations under this Section 7 (other than its an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Xxxxxxx shall also enter into and perform his obligations under Section 7.3) shall automatically terminate.such an agreement; (c) The Company shall take all lawful action such f. Notify Xxxxxxx at any time when Cutter & Buck determines that a prospectus relating to the Registration Statement, Shares covered by a registration statement is required to be delivered under the Act of the happening of any amendment thereto and event as a result of which the prospectus forming a part thereof does notincluded in such registration statement, on the Registration Effective Dateas then in effect, contain includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they are madethen existing; g. Advise Xxxxxxx promptly after it shall receive notice or obtain knowledge thereof, not misleading. Upon becoming aware of the occurrence issuance of any event stop order by the Commission suspending the effectiveness of the registration statement or the discovery initiation or threatening of any facts during proceeding for that purpose and promptly use its best efforts to prevent 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 issuance of any changes in stop order or to obtain its withdrawal if such stop order should be issued; and h. If the Registration Statement or related prospectus so that it will not contain any untrue statement of a material fact or omit Shares are being sold through underwriters, use its best efforts to state a material fact necessary to make furnish, at the statements therein, in light request of the circumstances under which they underwriters, on the date that such Shares 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 underwriters for sale in connection with a registration statement, (i) an opinion, dated such date, of Shares the counsel representing Cutter & Buck for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, (ii) a letter dated such date, from the Purchaser, such prospectus will not contain any untrue statement independent certified public accountants of a material fact or omit to state a material fact necessary to make the statements thereinCutter & Buck, in light form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters. All expenses incurred in connection with registration of the circumstances under Shares, including, without limitation, printing expenses, fees and disbursements of counsel for Cutter & Buck, blue sky fees and expenses and the expense of any special audits incident to or required by any registration (but excluding the compensation of regular employees of Cutter & Buck which they were madeshall be paid in any event by Cutter & Buck) are herein called Registration Expenses; all registration, not misleading. (d) The Company shall not be obligated to file a post-effective amendment or supplement qualification and filing fees, and all underwriting discounts and selling commissions applicable to the sales are herein called Selling Expenses. Xxxxxxx shall pay all Selling Expenses. In addition, Xxxxxxx shall pay the first $15,000 of all Registration Statement Expenses in connection with any registration (with such payment made at the earlier of the first sale of the Shares or the prospectus constituting a part thereof during the continuance of a Blackout EventJune 30, 1997); provided, however, that no Blackout Event may be deemed if the average price per Share for all Shares sold pursuant to exist for more than 60 days. A “Blackout Event” means any the registration statement (inclusive of the following: (aSelling Expenses) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectusless than $15.50 per share, 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 Expenses incurred by Xxxxxxx shall be paid by Cutter & Buck or the prospectus constituting a part thereof would be materially detrimental promptly reimbursed to the business and affairs of the Company; or (b) any material engagement or activity Xxxxxxx 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 Cutter & Buck if they have been previously paid 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 EventXxxxxxx.

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:

Registration Procedures and Expenses. The Company shall: (a) As soon as practicable, but in any no event no later thirty than 15 days after the Closing Date (30) following the Effective Date“Filing Deadline”), the Company shall prepare and file with the Commission a registration statement 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 Warrant 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 Trading Market, 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 . (b) Use its best commercially reasonable efforts efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to declare the Resale Registration Statement to become effective within ninety (90) 50 days of after the Effective Closing Date or, if the Resale Registration Statement is selected for review by the Commission, within 90 days after the Closing Date (the “Registration Effective DateDeadline”). (bc) The Company shall Promptly prepare and file with the Commission 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 that all Shares then held by and the Purchaser may be sold Warrant Shares purchased hereunder become eligible for resale without restriction any volume limitations or other restrictions pursuant to Rule 144 under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause without the requirement 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”in compliance with Rule 144(c)(1). 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 Notwithstanding anything express or implied in this Agreement or any Other Agreement to the contrary, in the event that the Commission for any reason limits the number of Shares 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 4, 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 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 purchased by the Purchasers pursuant to the Other Agreements or upon exercise of any of the warrants issued pursuant to the Other Agreements, as the context may require), the Company shall: (i) first, reduce the 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, 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) give the Purchasers prompt notice of the number of such Reduction Securities excluded and the Company will not be obligated liable for any actual damages or liquidated damages under this Agreement (including, without limitation, any liquidated damages pursuant to file a post-effective amendment Section 4.2(h) hereof) in connection with the exclusion of such Reduction Securities or supplement in connection with any delay in the Effective Deadline arising from any interactions between the Company and the Commission with respect to the number of Shares and/or Warrant Shares that may be included and sold by the Purchasers in the Resale Registration Statement, and (iii) use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities (or such portion thereof as the Commission 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 Commission will allow to be registered for resale at such time) for an offering to be made on a continuous basis pursuant to Rule 415 and shall file such new registration statement with the Commission within thirty (30) calendar days following (x) the date that the Commission would allow or permit such additional registration statement to be filed or (y) the date on which the Company first learned the date that the Commission would allow or permit such additional registration statement to be filed, whichever of (x) or (y) is the 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 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 prospectus constituting a part thereof during Shares and the continuance Warrant Shares by the Purchaser. (f) File documents required of a Blackout Eventthe Company for normal Blue Sky clearance in states specified in writing by the Purchaser; provided, however, that no Blackout Event may the Company shall not be deemed required to exist for more than 60 days. A “Blackout Event” means qualify to do business or consent to service of process in any of jurisdiction in which it is not now so qualified or has not so consented. (g) Bear all expenses in connection with the following: procedures in paragraphs (a) through (f) of this Section 4.1 and the possession registration of the Shares and the Warrant Shares on behalf of the Purchasers pursuant to the Resale Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the 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 Purchaser or the Board of Directors Other Purchasers, if any in connection with the offering of the Company or that disclosure Shares and the Warrant Shares on behalf of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental Purchasers pursuant 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 Resale 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 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. (a) As soon as practicable, but in any event no later thirty than forty- five (3045) 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 and the Warrant 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 SharesSecurities. For purposes of this Section 7.17, the term “"Shares” " shall include the Shares, the Warrant Shares, and any other securities of the Company issued in exchange for for, or in respect of, the Shares or the Warrant Shares, as a dividend on the Shares or the Warrant Shares or in connection with a stock split or other reorganization transaction affecting the Shares or the Warrant 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 in the reasonable discretion of the Purchaser or the Company 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 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 each 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-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) within 30 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 Securities and Exchange Commission (the "Commission") the sale of all the Shares and Warrant Shares (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 Company's common stock of the Company 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, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting and Warrant Shares to be sold by Purchaser, and the intended method of disposition of such securities as shall be required to effect the registration of the Shares and Warrant Shares. The Company shall ; (b) use its commercially reasonable efforts best efforts, subject to the receipt of necessary information from the Purchasers, 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), commercially reasonable but in no any 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 90th day following commencement the Closing (the "Registration Deadline"). If (i) the registration statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 7.1(a) hereof is not declared effective by the SEC on or before the Registration Deadline, or (ii) after the registration statement has been declared effective by the SEC (the "Effective Date"), sales of the Shares and the Warrant Shares cannot be made pursuant to the registration statement (by reason of a Blackout Event.stop order or the Company's failure to update the registration statement or any other reason outside the control of the Purchaser), and such condition continues for more than 10 business days, then the Company will make payments to the Purchaser in such amounts and at such times as shall be determined pursuant to this Section 7.1(b) as partial relief for the damages to the Purchaser by reason of any such delay in or reduction of their ability to sell the Shares and the Warrant Shares (which

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. (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 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 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 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. (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 SBI Brightline VI, 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 hereby agrees that it shall: (a) As soon as practicablesubject 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 on or before the date three (3) weeks from 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 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 Nasdaq 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 respond to comments from the SEC promptly and cause the such Registration Statement to become be declared effective within ninety as promptly as practicable after filing and to remain continuously effective until the earlier of (90i) days the second anniversary of the Effective Date Closing, or (ii) such time as all Shares purchased by the Investors pursuant to this Agreement have been sold thereunder (the “"Registration Effective Date”Period").; (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 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 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 furnish to the Investors with respect to the Shares registered under the Registration Statement such that reasonable number of copies of the Registration Statement, any amendment thereto prospectuses and preliminary prospectuses in conformity with the prospectus forming a part thereof does not, on requirements of 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 Securities Act and such other documents as the statements thereinInvestor may reasonably request, in light order to facilitate the public sale or other disposition of all or any of the circumstances under which they are made, not misleading. Upon becoming aware of Shares by 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.Investor; (d) The file documents required of 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 Event; Investor, provided, however, that no Blackout Event may the Company shall not be deemed required to exist for more than 60 days. A “Blackout Event” means 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) use its reasonable best efforts to cause the Shares to be listed on Nasdaq in connection with the filing of the following: Registration Statement under Section 4.1(a); (f) bear all expenses in connection with the procedures in paragraph (a) through (e) of this Section 4.1 and the possession registration of the Shares pursuant to the Registration Statement other than fees and expenses, if any, of counsel or other advisers to the Investors or underwriting discounts, brokerage fees and commissions incurred by the Company of material information that is not ripe for disclosure in Investors, if any. 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 4.1 that disclosure 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 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 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 EventShares.

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 is obligated to do the following: (a) As soon as practicable, but practicable following the Effective Date and in any event no later than thirty (30) business days following the Effective Date, 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 continuous resale by the Company (the “Registration Statement”) for the purpose of registering the sale Purchaser, from time to time, of the Shares by through the Purchaser from time to time on Bulletin Board or the facilities of any national securities exchange or trading system on which the common stock of the Company 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 SEC (i) such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith, and (ii) 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 dateearlier of (A) the second anniversary date of the Closing, after the or (B) such date on which as all of the Restricted 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 terminateresold. (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 Restricted Shares by 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)Purchaser, the Company shall promptly notify the Purchaser, and, subject furnish LADOCS\2721409 1 8 to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject Purchaser with respect 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 file any documents reasonably 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 obligated 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. (e) The Company shall bear all expenses in connection with the procedures in paragraphs (a) through (d) of this Section 8. 1. (f) With a view to making available to the Purchaser 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 the Purchaser to sell Restricted Shares to the public without registration or pursuant to registration, the Company covenants and agrees to: (i) make and keep public information available, and those terms arc 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 post-effective timely manner all reports and other documents required of the Company under the Exchange Act; and (iii) furnish to the Purchaser upon request, as long as the Purchaser owns any Restricted Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, and (B) such other information as may be reasonably requested in order to avail the Purchaser of any rule or regulation of the SEC that permits the selling of any such Shares without registration under the Securities Act. (g) The Purchaser acknowledges that there may occasionally be times when the Company determiners the use of the prospectus forming a part of the Registration Statement (the "Prospectus") should be suspended until such time as an amendment or supplement to the Registration Statement 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 Prospectus has been filed by the Company of material information that and any such amendment to the Registration Statement is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith declared effective by the Chief Executive Officer SEC, or until such time as the Company has filed an appropriate report with the SEC pursuant to the Exchange Act. The Purchaser hereby covenants that it will not sell any Shares pursuant to the Prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use or the Prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to the Prospectus. The Company may, upon written notice to the Purchaser, suspend the use of the Prospectus for two 30-day periods in any 365-day period based on the reasonable determination of the Company's Board of Directors that there is a significant business purpose for such determination, such as pending corporate developments, public filings with the SEC or similar events. The Company shall in no event be required to disclose the business purpose for which it has suspended the use of the Prospectus if the Company or determines in its good faith judgment 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 purpose should remain confidential. The Company shall use its reasonable best efforts to minimize the length 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 Eventsuspension period.

Registration Procedures and Expenses. If and whenever the Company effects the registration of any of the Shares under the Securities Act, the Company will as expeditiously as possible: (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 with respect to the offering of such securities. Such registration statement to become and remain effective for such period as may be required or other applicable form as determined permitted by the Company (the “Registration Statement”) law for the purpose of registering the sale of the all Shares proposed to be sold 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 transactionsholders, 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”).not exceeding 180 days; (b) The Company shall 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 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 as may be required by the Purchaser may be sold under immediately preceding subdivision 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 with respect to the transfer instructions relating of all securities covered by such registration statement whenever, prior 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 expiration of such dates is referred to herein as the “Registration Period”). At any time 180 days after the end of effective date thereof, a seller desires to transfer 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.same; (c) The Company shall take all lawful action furnish to each selling member 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 numbers of copies of a material fact summary prospectus or omit to state other prospectus, including a material fact required to be stated therein or necessary to make the statements thereinpreliminary prospectus, in light conformity with the requirements of the circumstances under which they are madeSecurities Act, not misleading. Upon becoming aware and such other documents as such seller may reasonably request in order to facilitate the transfer 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, securities owned by such seller; 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 use its best efforts to register or qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as each such seller 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 request and do any and all other acts and things which may be deemed necessary or advisable to exist for more than 60 days. A “Blackout Event” means any enable such seller to consummate the transfer in such jurisdictions of the following: (a) the possession securities owned by such seller. All expenses incurred by the Company of material information that is not ripe for disclosure in a registration statement or prospectuscomplying with this Section 10.2, as determined reasonably including without limitation all registration, qualification and in good faith by the Chief Executive Officer or the Board of Directors filing fees, printing expenses, fees and disbursements to counsel of the Company and the expense of any special audits incident to or that disclosure of required by any such information in the registration are herein called “Registration Statement or the prospectus constituting a part thereof would be materially detrimental Expenses”; and all underwriting discounts applicable to the business Restricted Securities and affairs all fees and disbursements of the Company; or (b) counsel for 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 Eventseller are herein called “Selling Expenses.”

Registration Procedures and Expenses. It shall be a condition precedent to the obligations of the Company to file a Registration Statement pursuant to this Agreement that each holder of Registrable Shares shall furnish to the Company such information regarding it, the Registrable Shares held by it and the intended method of disposition thereof as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company, and shall otherwise cooperate with the Company. If and whenever the Company is required by the provisions of Section 2 or 3 to effect or use its best efforts to effect the registration of any Registrable Shares under the Securities Act, the Company will, as expeditiously as possible: (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 (which, in the case of an underwritten public offering pursuant to Section 2, shall be on Form SB-2 S-1 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 general applicability satisfactory to the Purchaser by managing underwriter) with respect to the Company in connection with the issuance securities 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 registration statement to become and remain effective within ninety (90) days for the period of the Effective Date (the “Registration Effective Date”).distribution contemplated thereby; (b) The Company shall prepare and file with the Commission such any amendments and supplements to the Registration Statement registration statement and the prospectus forming a part thereof used in connection therewith as may be necessary to keep the Registration Statement registration statement effective until for the earliest date, after the date on which all period 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 distribution and as may be sold under necessary 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 with respect to such the disposition of Registrable Shares and offered to cause to be removed any restrictive legends on covered by the certificates, if any representing such Shares (registration statement in accordance with the period between selling Shareowners' intended method of disposition set forth in 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.registration statement; (c) The Company shall take all lawful action furnish to each selling Shareowner and to each underwriter such that number of copies of the Registration Statement, any amendment thereto registration statement and the prospectus forming included therein (including each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares covered by the registration statement; (d) use its best efforts to register or qualify the Registrable Shares covered by the registration statement under the securities or blue sky laws of such states as the selling Shareowners of Registrable Shares or, in the case of an underwritten public offering, the managing underwriter shall reasonably request; PROVIDED, HOWEVER, that the Company shall not be required to qualify generally to transact business as a part thereof does notforeign corporation, on consent to general service of process or subject itself to taxation in any jurisdiction; (e) immediately notify each selling Shareowner under the Registration Effective Dateregistration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Company believes the prospectus contained in the registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any such selling Shareowner, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Shares, such prospectus 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 thereintherein not misleading; (f) make available for inspection by each selling Shareowner, any underwriter participating in light any distribution pursuant to the registration statement, and any attorney, accountant or other agent retained by a selling Shareowner or underwriter, all financial and other records, pertinent corporate documents and properties of the circumstances under which they are madeCompany, not misleading. Upon becoming aware of and cause the occurrence of Company's officers, directors and employees to supply all information reasonably requested by any event such selling Shareowner, underwriter, attorney, accountant or the discovery of any facts during the Registration Period that make any statement of a material fact made agent 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 connection 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 misleadingregistration statement. (dg) The Company period of distribution of Registrable Shares in a firm commitment or best efforts underwritten public offering shall not be obligated deemed to file a post-effective amendment or supplement extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Shares in any other registration shall be deemed to extend until the Registration Statement or the prospectus constituting a part thereof during the continuance sale of a Blackout Event; all Registrable Shares covered thereby, provided, however, that no Blackout Event may such period shall not exceed one hundred twenty (120) days. (h) In connection with each registration hereunder, the selling Shareowners of Registrable Shares will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as shall be deemed reasonably necessary in order to exist assure compliance with Federal and applicable state securities laws. (i) In connection with each registration pursuant to Sections 2 and 3 hereof covering an underwritten public offering, the Company and the Shareowners agree to enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for more than 60 days. A “Blackout Event” means such an arrangement, including continuing representations, covenants and indemnification. (j) Each Shareowner agrees that, upon receipt of any notice from the Company of the following: happening of any event described in clause (ae) of this Section 4, such Shareowner will forthwith discontinue disposition of the possession Registrable Shares pursuant to the registration statement covering such Registrable Shares until such Shareowner's receipt of the copies of the supplemented or amended prospectus contemplated by clause (e) of this Section 4, and, if so directed by the Company of material information that is not ripe for disclosure each Shareowner will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in a registration statement or prospectussuch Shareowners possession, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure prospectus covering such Registrable Shares current at the time off receipt 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 Eventnotice.

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 soon as practicablesubject to receipt of necessary information from the Investors, but in any event no later thirty (30) following the Effective Date, the Company shall use its reasonable efforts to 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 to enable the purpose of registering the sale resale of the Shares and Warrant 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 National 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 (90) 90 days of the Effective Date (the “Registration Effective after Closing Date”).; (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 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 by the volume limitations of Rule 144(e) 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 (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 misleadingregistration statement. (d) The Company shall not be obligated furnish to file a post-effective amendment or supplement 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 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 is not ripe for disclosure 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 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 Investor, 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 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 7.1 and the registration of the Shares 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 prospectus constituting a part thereof would initiation or threat 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 materially detrimental issued. The Company understands that the Investor disclaims being an underwriter, but the Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder, provided, however that if the Company receives notification from the SEC that the Investor is deemed an underwriter, then the period by which the Company is obligated to submit an acceleration request to the business and affairs SEC shall be extended to the earlier of (i) the 90th day after such SEC notification or (ii) 120 days after the initial filing of the 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 with 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. (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 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 five (305) business days following the Effective Date, 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 continuous resale by the Company (the “Registration Statement”) for the purpose of registering the sale Purchaser, from time to time, of the Shares by through the Purchaser from time to time on Bulletin Board or the facilities of any national securities exchange or trading system on which the common stock of the Company 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 SEC (i) such amendments and supplements to the Registration Statement and the prospectus forming a part thereof used in connection therewith, and (ii) 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 dateearlier of (A) the second anniversary date of the Closing, after the or (B) such date on which as all of the Restricted 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 terminateresold. (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 Restricted Shares by 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)Purchaser, the Company shall promptly notify the Purchaser, and, subject furnish to the provisions of paragraph (d), as soon as reasonably practicable prepare (but, subject Purchaser with respect 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 file any documents reasonably 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 obligated 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. (e) The Company shall bear all expenses in connection with the procedures in paragraphs (a) through (d) of this Section 8. 1. (f) With a view to making available to the Purchaser 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 the Purchaser to sell Restricted Shares to the public without registration or pursuant to registration, the Company covenants and agrees to: (i) make and keep public information available, and those terms arc 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 post-effective timely manner all reports and other documents required of the Company under the Exchange Act; and (iii) furnish to the Purchaser upon request, as long as the Purchaser owns any Restricted Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, and (B) such other information as may be reasonably requested in order to avail the Purchaser of any rule or regulation of the SEC that permits the selling of any such Shares without registration under the Securities Act. (g) The Purchaser acknowledges that there may occasionally be times when the Company determiners the use of the prospectus forming a part of the Registration Statement (the "Prospectus") should be suspended until such time as an amendment or supplement to the Registration Statement 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 Prospectus has been filed by the Company of material information that and any such amendment to the Registration Statement is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith declared effective by the Chief Executive Officer SEC, or until such time as the Company has filed an appropriate report with the SEC pursuant to the Exchange Act. The Purchaser hereby covenants that it will not sell any Shares pursuant to the Prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use or the Prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to the Prospectus. The Company may, upon written notice to the Purchaser, suspend the use of the Prospectus for two 30-day periods in any 365-day period based on the reasonable determination of the Company's Board of Directors that there is a significant business purpose for such determination, such as pending corporate developments, public filings with the SEC or similar events. The Company shall in no event be required to disclose the business purpose for which it has suspended the use of the Prospectus if the Company or determines in its good faith judgment 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 purpose should remain confidential. The Company shall use its reasonable best efforts to minimize the length 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 Eventsuspension period.

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. (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 practicablesubject to receipt of necessary information from the Investors, 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 30th 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 (or such other form as may be required) to enable the purpose 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 similar event; provided, however, that if, during the common stock period from the date hereof through the 30th calendar day following the Closing Date, the acquisition of a business by the Company is then traded consummated or in privatelybecomes probable with respect to which the Company shall be required to file with the SEC a Current Report on Form 8-negotiated transactionsK (or an amendment to a Current Report on Form 8-K) containing audited and unaudited historical financial statements of the acquired business and pro forma financial information for the Company giving effect to the acquisition, which the Company shall not be required to file the Registration Statement until the second business day following the date by which such historical financial statements and pro forma financial information shall contain all material non-public information disclosed be required 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 be filed; (b) use its commercially reasonable efforts efforts, subject to receipt of necessary information from the Investor, including the information requested in the Registration Statement Questionnaire, to cause the Registration Statement to become effective within ninety (90) 120 calendar days of after the Effective Date (the “Registration Effective Closing Date”).; (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; and provided, further, that no such review and comment shall inhibit the Company from filing the Registration Statement within 15 days after the Restatement Date or otherwise from complying with its obligations hereunder; (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 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. The Company is obligated to do the following: (a) As soon as practicable, but in any event no later thirty (30) following Within two weeks after the Effective Closing 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 sale by the Company (the “Registration Statement”) for the purpose of registering the sale Purchasers, from time to time, of the Shares by and the Purchaser from time Warrant Shares underlying the Warrants issued for sale pursuant 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 such registration statements (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 effective within ninety (90) days as soon as practicable thereafter. Promptly after filing any such Registration Statement, the Company will furnish to the Purchasers a copy of the Effective Date (the “such Registration Effective Date”)Statement. (b) The Company shall use reasonable best efforts to prepare and file with the Commission (i) such amendments and supplements to the each such 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, as may be necessary to keep the each Registration Statement continuously effective until the earliest date, after second anniversary of the first date on which no Warrants remain unexercised or unexpired or until the date on which all of the no Shares have been purchased registered on such Registration Statement are outstanding or issuable and remain unsold pursuant to this Agreement on which (i) all the Shares have been disposed of pursuant to the 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) 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 in the event of a Suspension Period (as defined below) or a Stand-Off Period (as defined in Section 9.6 hereof), the following: (a) Company shall extend the possession period of effectiveness of such Registration Statement by the aggregate number of days of each such Suspension Period or Stand-Off Period. The Company may suspend use of material information that is not ripe for disclosure a prospectus when it deems necessary, in its reasonable judgment, until such time as the Company subsequently authorizes use of such prospectus (each such period, including any time period during which a registration statement or prospectus, as determined reasonably and in good faith stop order issued by the Chief Executive Officer Commission is in effect with respect to such prospectus or related Registration Statement, a "Suspension Period"). Upon the Board declaration of Directors of a Suspension Period, the Company or that disclosure of such information in shall use reasonable best efforts to end 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 timeSuspension Period as quickly as possible. 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.Notwithstanding the

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. (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 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 soon as practicable, but in any event no later thirty within twenty-five (3025) following days after the Effective Date, release to the Company shall of the funds held in the Escrow Account, prepare and file with the Commission a registration statement on Form SB-2 or other applicable form as determined by Registration Statement in order to register with the Company (the “Registration Statement”) for the purpose of registering Commission the sale of the Shares 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 the Nasdaq 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-privately negotiated transactions; (b) use commercially reasonable efforts, which Registration Statement shall contain all material non-public information disclosed subject to the Purchaser by receipt of necessary information from the Company in connection with the issuance and sale of the Shares. For purposes of this Section 7.1Purchasers, 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 promptly after the Effective Date (Registration Statement is filed by the “Registration Effective Date”).Company, (bc) The Company shall use commercially reasonable efforts to 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 for a period of three years following the Closing (the "Registration Period") or, if earlier, until the earliest date, after the date on which all of the Shares Securities have been purchased sold pursuant thereto (provided that the Company shall not be deemed to this Agreement on which (i) all have used its best efforts to keep the Shares have been disposed Registration Statement effective if it voluntarily takes any action that would result in Purchaser not being able to sell any of its Securities pursuant to the Registration Statement, Statement unless (i) such action is the redemption of the Warrants by the Company; (ii) all of the Shares then held such action is required under applicable law or taken by the Purchaser may be sold under the provisions of Rule 144 Company in good faith and for valid business reasons, including without limitation as to volume, whether pursuant to Rule 144(k) the acquisition or otherwise, or divestiture of assets and (iii) the Company has determined that all Shares then held by promptly complies with 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 certificatesrequirements of this Section 7.2(c), 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”applicable). 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 furnish to file a post-effective amendment or supplement the Purchaser with respect to the Securities registered under the 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 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 in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or Purchaser will comply with the Board of Directors applicable provisions of the Company or that disclosure Securities Act and 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.other securities or

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. (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. If and whenever Seller effects the registration of any of its securities under the Act, Seller will as expediently as possible: (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 with respect to the offering of such securities. Such registration statement to become and remain effective for such period as may be required or other applicable form as determined permitted by the Company (the “Registration Statement”) law for the purpose of registering the sale of the Shares all shares proposed to be sold 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 transactionsholders, 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”).not exceeding 180 days: (b) The Company 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 keep the Registration Statement such 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 as may be required by the Purchaser may be sold under immediately preceding subdivision and to comply with the provisions of Rule 144 without limitation as the Act with respect to volumethe transfer of all securities covered by such registration statement whenever, whether pursuant prior 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 expiration of such dates is referred to herein as the “Registration Period”). At any time 180 days after the end of effective date thereof, a seller desires to transfer 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.same: (c) The Company shall take all lawful action furnish to each selling shareholder 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 numbers of copies of a material fact summary prospectus or omit to state other prospectus, including a material fact required to be stated therein or necessary to make the statements thereinpreliminary prospectus, in light conformity with the requirements of the circumstances under which they are madeAct, not misleading. Upon becoming aware and such other documents as such seller may reasonably request in order to facilitate the transfer 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 Purchasersecurities owned by such seller, 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 use its best efforts to register or qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as each such seller shall not request and do any and all other acts and things which may be obligated necessary or advisable to file a post-effective amendment enable such seller to consummate the transfer in such jurisdictions of the securities owned by such seller. All expenses incurred by Seller in complying with this paragraph 6.3, including without limitation all registration, qualification and filing fees, printing expenses, fees and disbursements of counsel to Seller and the expense of any special audits incident to or supplement required by any such registration are herein called "Registration Expenses"; and all underwriting discounts applicable to the Registration Statement or the prospectus constituting a part thereof during the continuance Shares and all fees disbursements of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist counsel 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 Eventseller are herein called "Selling Expenses".

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-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.