Common use of Registration Procedures Clause in Contracts

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever In connection with the Company is required by the provisions hereof Company's registration obligations pursuant to effect the registration of any Registrable Securities under the Securities ActSections 6(b) hereof, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) will use its commercially reasonable efforts to to: (i) register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the securities or "blue sky" sky laws of the jurisdictions as any seller reasonably requests in writing and do any and all other acts and things which may be reasonably necessary to permit such seller to consummate the disposition in such jurisdictions within of the United States as the Purchaser may reasonably request, provided, however, Registrable Securities owned by such seller (provided that the Company shall will not for any such purpose be required to (A) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this subparagraph or to (B) consent to general service of process in any such jurisdiction); (eii) list the notify each seller of Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, and, at the request of any such seller, the circumstances Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (iii) cause all such Registrable Securities to be listed on each securities exchange, if any, on which the same securities issued by the Company are then existinglisted; (iv) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; and (gv) make available for inspection advise each seller of such Registrable Securities promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Purchaser SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and use commercially reasonable efforts to prevent the issuance of any attorney, accountant stop order or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserobtain its withdrawal if such stop order should be issued.

Registration Procedures. (a) If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleshall: (ai) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (bii) as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by keep the Registration Statement and to keep such Registration Statement effective until for a period of not less than nine months from the expiration of the Effectiveness Periodeffective date; (ciii) as expeditiously as possible furnish to the Purchaser Holder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered owned by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately selling Stockholder and promptly notify the Purchaser selling stockholder at any time when a Prospectus relating thereto prospectus is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes prospectus would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (giv) make available for inspection as expeditiously as possible use its best efforts to register or qualify the Registrable Securities covered by the Purchaser Registration Statement under the securities or Blue Sky laws of such states as the selling stockholders shall reasonably request, and do any attorney, accountant and all other acts and things that may be necessary or desirable to enable the selling stockholders to consummate the public sale or other agent retained disposition in such states of the Registrable Securities owned by the Purchaserselling stockholder; provided, all publicly availablehowever, non-confidential financial and other recordsthat the Company shall not be required in connection with this Section 3(a) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (b) If the Company has delivered preliminary or final prospectuses to the Holder and, pertinent corporate documents and properties after having done so, the prospectus is amended to comply with the requirements of the CompanySecurities Act, the Company shall promptly notify the Holder and, if requested, the Holder shall immediately cease making offers of Registrable Securities and cause return all prospectuses to the Company's officers. The Company shall promptly provide the Holder with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the Holder shall be free to resume making offers of the Registrable Securities.

Registration Procedures. If and whenever the Company is required by the provisions of Articles II or III hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide the Investor shall have the opportunity to object to any information pertaining to itself that is contained therein and the Purchaser copies of all filings and Commission letters of comment relating Company will make the corrections reasonably requested by the Investor with respect to such information prior to filing any Registration Statement or amendment thereto or any Prospectus or any supplement thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser Investor such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus and any amendments and supplements to the Registration Statement and the Prospectus) and such other documents as the Purchaser Investor reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Investor’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Investor may reasonably requestrequest and do any and all other acts and things which may be reasonably necessary or advisable to enable the Investor to consummate the disposition in such jurisdiction of the Registrable Securities, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed and, if the Common Stock is not then listed, list the Registrable Securities on Nasdaq or a national securities exchange selected by the Company; (f) immediately notify the Purchaser Investor at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, and, at the request of the circumstances then existing; andInvestor, the Company shall prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statement therein not misleading; (g) make available for inspection by the Purchaser Investor and any attorney, accountant or other agent retained by the PurchaserInvestor, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserInvestor; (h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement; (i) if requested, cause to be delivered, immediately prior to the effectiveness of the Registration Statement, letters from the Company’s independent certified public accountants addressed to the Investor (unless the Investor does not provide to such accountants the appropriate representation letter required by rules governing the accounting profession) stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable rules and regulations adopted by the Commission thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the independent certified public accountants delivered in connection with primary or secondary underwritten public offerings, as the case may be; and (j) at all times after the Company has filed a Registration Statement with the Commission pursuant to the requirements of either the Securities Act or the Exchange Act, the Company shall file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder, and take such further action as the Investor may reasonably request, all to the extent required to enable the Investor to be eligible to sell Registrable Securities pursuant to Rule 144 (or any similar rule then in effect).

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleThe Purchaser shall: (a) as soon as practicable after the Closing, but in any event within 30 days after the Closing, prepare and file with the Commission a registration statement on appropriate form (the "Registration Statement with respect Statement") pursuant to such Registrable Securities, respond as promptly as possible the 1933 Act relating to any comments received from the Commission, and resale of the Purchaser Common Stock by the Seller; (b) use its best efforts efforts, subject to receipt of necessary information from Seller, to cause the Registration Statement to become and remain effective for no later than 60 days after the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoRegistration Statement is filed by Purchaser; (bc) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with keep the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration earlier of (i) twelve months after the effective date of the Effectiveness PeriodRegistration Statement or (ii) the date on which all of the Purchaser Common Stock have been sold by Seller pursuant to the Registration Statement or Rule 144 under the 1933 Act or any other rule of similar effect; (cd) furnish to the Seller with respect to the Purchaser Common Stock registered under the Registration Statement such reasonable number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request prospectuses in order to facilitate the public sale or other disposition of all or any of the Registrable Securities covered Purchaser Common Stock by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, Seller; provided, however, that the Company obligation of Purchaser to deliver copies of prospectuses to Seller shall be subject to the receipt by Purchaser of reasonable assurances from Seller that Seller will comply with the applicable provisions of the 1933 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 Purchaser for normal blue sky clearance in states reasonably requested in writing by Seller; provided, however, that Purchaser shall not for any such purpose be required to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on jurisdiction in which the Common Stock of the Company it is then listed;not now so qualified or has not so consented; and (f) immediately notify the Purchaser Seller at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, 1933 Act of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such prospectus included the Registration Statement, as then in effect, effect includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and. (g) make available for inspection bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 4.1 and the registration of the Purchaser Common Stock pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to Seller or underwriting discounts, brokerage fees and commissions incurred by the Purchaser and any attorneySeller, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserif any.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Lender copies of all filings and Commission letters of comment correspondence relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Lender such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Lender may reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Lender’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Lender may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange exchange/Trading Market on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Lender, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge knowledge, or has reason to know, as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Lender and any attorney, accountant or other agent representative retained by the PurchaserLender, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent representative of the PurchaserLender.

Registration Procedures. If and whenever (a) With respect to a registration pursuant to Section 2 of this Addendum, the Company is required by the provisions hereof Company, subject to subsection 2(b) above, will use reasonable efforts to promptly effect the registration of any the Registrable Securities under the Securities ActShares, and in connection therewith, the Company will, as expeditiously as possibleshall do the following: (ai) prepare and file with the Commission the SEC a Registration Statement with respect to such Registrable Securitieson or before March 31, respond as promptly as possible to any comments received from the Commission2001, and use its best reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (bii) prepare and file with the Commission SEC such amendments and post-effective amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement continually effective until for a period expiring on the expiration earlier of (A) the Effectiveness Perioddate there are no longer shares of Common Stock outstanding that constitute Registrable Shares or (B) one (1) year from the Closing Date (as defined in the Stock Purchase Agreement); (ciii) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably requestpromptly notify Sellers, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto to Sellers' Registrable Shares covered by the Registration Statement is required to be delivered under the Securities Act, of the happening occurrence of any event of which the Company has knowledge as a result of which the Registration Statement or the Prospectus contained or any document incorporated therein contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, and the Company shall promptly prepare and file with the SEC and furnish to Sellers a supplement or amendment to such Registration StatementProspectus so that, as then in effectthereafter delivered to the purchasers of the Sellers' Registrable Shares, includes an such Prospectus shall not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existingunder which they were made, not misleading; (iv) use reasonable efforts to register or qualify the Registrable Shares covered by the Registration Statement for offer and sale under the securities or "blue sky" laws of each state and other U.S. jurisdiction as Sellers reasonably request in writing; however, the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to so qualify, (B) take any action that would subject it to general service of process in any jurisdiction where it would not otherwise be subject to such general service of process, or (C) subject itself to general taxation in any jurisdiction where it would not otherwise be subject; and (gv) make available for inspection use reasonable efforts to cause all Registrable Shares included in such Registration Statement to be listed on the New York Stock Exchange (or any other market on which the Common Stock is then listed). (b) Sellers, upon receipt of any notice from the Company of the occurrence of any event of the kind described in clause (iii) of subsection 4(a) above, will forthwith discontinue disposition of the Sellers' Registrable Shares pursuant to the Registration Statement covering such Sellers' Registrable Shares until Seller's receipt of the copies of the supplemented or amended Prospectus contemplated by the Purchaser and any attorneysuch subsection 4(a) and, accountant or other agent retained if so directed by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause Sellers will deliver to the Company's officersCompany all copies, directors and employees to supply all publicly availableother than permanent file copies then in Sellers' possession, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasermost recent Prospectus covering such Sellers' Registrable Shares at the time of receipt of such notice. Seller, upon receipt of any notice from the Company of the issuance of any stop order or blue sky order will forthwith, in the case of any stop order, discontinue disposition of the Sellers' Registrable Shares pursuant to the Registration Statement covering such Sellers' Registrable Shares or, in the case of any blue sky order, discontinue disposition of the Sellers' Registrable Shares in the applicable jurisdiction, until advised in writing of the lifting or withdrawal of such order.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly (and in any event within three (3) Business Days following such occurrence) notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish or make available to the Purchaser Holders such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Holders reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Holder’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Holder may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Holders at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Holders and any attorney, accountant or other agent retained by the PurchaserHolders, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorneyattorneys, accountant accountants or agent agents of the PurchaserHolders.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities ActAct (including the registration required to be filed before the Filing Date pursuant to Section 2 above), the Company will, as expeditiously soon as reasonably possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as reasonably possible to any comments received from the Commission, and use its reasonable best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Holders copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be reasonably necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Holders such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser each Holder reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable best efforts to register or qualify for unsolicited purchase and sale the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser any Holder may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdictionqualified; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange Trading Market on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Holders at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and; (g) make available for inspection by the Purchaser Holders and any attorney, accountant or other agent retained by the PurchaserHolders or any agent for the Holders designated in the Credit Agreement, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserHolders; (h) to the extent reasonably requested by the Holders, enter into an underwriting agreement in customary form and participate in “road shows” and similar presentations reasonably requested by any underwriters; and (i) cause the Company’s counsel and independent accountants to deliver to any underwriters and/or the Holders opinions and comfort letters in customary form as reasonably requested by the Holders or by any underwriting agreement entered into by the Holders and the Company.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities Closing Shares under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable SecuritiesClosing Shares, respond as promptly as possible to any comments received from the Commission, and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities Closing Shares covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities Closing Shares covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities ’s Closing Shares covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities Closing Shares covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. Notwithstanding anything herein to the contrary, upon written notice from the Company, the Company may require that the Holders suspend offers and sales of Closing Shares pursuant to Section 7 hereof due to the fact that (1) (a) there is material non-public information regarding the Company which the Company’s Board of Directors (the “Board”), after advice of legal counsel, reasonably determines not to be in the Company’s best interest to disclose and which the Company is not otherwise required to then disclose or (b) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction available to the Company which the Board reasonably determines would be seriously detrimental to the Company and its shareholders to then disclose, and which the Company would be required to disclose in a Registration Statement; provided that such period (a “Blackout Period”) shall end on the earlier to occur of (i) the date upon which the circumstances that give rise to the commencement of the period would no longer cause the registration and distribution of the Closing Shares to be seriously detrimental to the Company and its shareholders and (ii) such time as the Company (A) notifies the Holders that the Company will no longer delay such filing of the registration statement, (B) recommences steps to make such registration statement effective or (c) allows sales pursuant to such registration statement to resume; provided further in no event shall the aggregate Blackout Periods in any rolling 12-month period exceed 60 days in the aggregate for such 12-month period.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the The Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond securities (on such applicable form as promptly as possible the Company may in its sole discretion elect to any comments received from the Commission, use) and use its reasonable best efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect theretoperiod of the distribution contemplated thereby, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretodetermined as hereinafter provided; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period specified in subsection (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities Restricted Stock covered by the Registration Statement and to keep such Registration Statement effective until the expiration registration statement in accordance with Purchaser's intended method of the Effectiveness Perioddisposition set forth in such registration statement for such period; (c) furnish to the Purchaser such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (therein, including each preliminary Prospectus) prospectus, as the Purchaser reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities Restricted Stock covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Restricted Stock covered by the Registration Statement such registration statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably shall request, ; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (f) use its reasonable best efforts to include or list, as the case may be, the Restricted Stock being registered on the automated quotation system of the National Association of Securities Dealers, Inc. or the principal securities exchange on which Common Stock of the Company is then quoted or listed; (g) afford Purchaser and its representative, if any, an opportunity to make such examination and inquiry into the financial position, business and affairs of the Company and its subsidiaries as Purchaser or its counsel may reasonably deem necessary to satisfy Purchaser and its counsel as to the accuracy and completeness of the registration statement; (h) deliver promptly to Purchaser copies of all correspondence between the Commission and the Company relating to the registration statement; and (gi) make available for inspection use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement (which in no event shall require the Company to commence any judicial proceeding). For purposes of Sections 4(a) and 4(b) above, the period of distribution of Restricted Stock shall be deemed to extend until the earlier of the sale of all Restricted Stock covered by the Purchaser and any attorney, accountant Registration Statement or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties seventh anniversary of the Companyeffective date thereof. In connection with registration hereunder, Purchaser will furnish to the Company in writing such information with respect to itself and cause the Company's officers, directors proposed distribution by it as shall be reasonably necessary in order to assure compliance with federal and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserapplicable state securities laws.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Section 2 to effect the registration of any Registrable Securities under the Securities 1933 Act, the Company will, as expeditiously as possible: (a) subject to the timelines provided in this Agreement, prepare and file with the Commission the Registration Statement with the SEC, with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period period of the distribution contemplated thereby (determined as herein provided), respond as promptly as commercially practicable to any comments received from the SEC with respect theretoto a Registration Statement or any amendment thereto and file any pre-effective amendments with respect to a Registration Statement as promptly as reasonable possible, and promptly provide to the Purchaser Investors copies of all filings and Commission SEC letters of comment relating thereto(provided that the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any subsidiary) and notify the Investors (by telecopier or by e-mail addresses provided by the Investors) on or before the second business day thereafter that the Company receives notice that (i) the SEC has no comments or no further comments on the registration statement, and (ii) the registration statement has been declared effective; (b) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until such Registration Statement has been effective for a period of six months (“Effectiveness Period”) and prepare and file with the expiration of SEC such additional Registration Statements as may be required hereunder and to keep each additional Registration Statement effective for the Effectiveness Period; (c) furnish to the Purchaser Investors such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such Investors reasonably may request in order to facilitate the public sale or their disposition of the Registrable Securities securities covered by the such Registration StatementStatement or make them electronically available; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably requestInvestors shall request in writing, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities the principal market or exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when Investors of the Company’s becoming aware that a Prospectus prospectus relating thereto is required to be delivered under the Securities 1933 Act, of the happening of any event or passage of time of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; andexisting or the financial statements included therein ineligible for inclusion or which becomes subject to a SEC, state or other governmental order suspending the effectiveness of the Registration Statement covering any of the Registrable Securities. Each Investor hereby covenants that it will not sell any Registrable Securities pursuant to such prospectus during the period commencing at the time at which the Company gives such Investor notice of the suspension of the use of such prospectus in accordance with this Section 3(f) and ending at the time the Company gives such Investor notice that such Investor may thereafter effect sales pursuant to the prospectus, or until the Company delivers to such Investor or files with the SEC an amended or supplemented prospectus. (g) make available for inspection The Company shall cooperate with any broker-dealer through which an Investor proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Companysuch Investor, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested Company shall pay the filing fee required by the attorney, accountant or agent such filing within two (2) business days of the Purchaserrequest therefor.

Registration Procedures. If and whenever the Company is required by the provisions hereof pursuant to this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file as promptly as reasonably possible with the Commission a Registration Statement, on a form available to the Registration Statement Company, with respect to such Registrable Securities, respond as promptly as possible to any comments received from securities (which filing shall be made within 30 calendar days after the Commission, receipt by the Company of a Request Notice) and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide period of the distribution contemplated thereby (determined pursuant to the Purchaser copies of all filings and Commission letters of comment relating theretosubsection (g) below); (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the distribution period (determined pursuant to subsection (g) below) and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodStatement; (c) furnish to the Purchaser each Selling Holder and to each underwriter such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission) as the Purchaser such Persons may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by the such Registration Statement; (d) if applicable, use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser may Selling Holders or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request, provided, however, provided that the Company shall will not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not then required to so qualified qualify or to consent take any action which would subject it to general service of process in any such jurisdictionjurisdiction where it is not then so subject; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser each Selling Holder and each underwriter, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and as promptly as practicable amend or supplement the prospectus or take other appropriate action so that the prospectus does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; ; (f) in the case of an underwritten public offering, furnish upon request, (i) on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such Registration Statement, an opinion of counsel for the Company dated as of such date and addressed to the underwriters and to the Selling Holders, stating that such Registration Statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the Registration Statement, the related prospectus, and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations thereunder of the Commission (except that such counsel need express no opinion as to the financial statements, or any expertized schedule, report or information contained or incorporated therein) and (C) to such other effects as may reasonably be requested by counsel for the underwriters, and (ii) on the effective date of the Registration Statement and on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such Registration Statement, a letter dated such dates from the independent accountants retained by the Company, addressed to the underwriters and, if available, to the Selling Holders, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company and the schedules thereto that are included or incorporated by reference in the Registration Statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable requirements of the Securities Act and the published rules and regulations thereunder, and such letter shall additionally address such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) included in the Registration Statement in respect of which such letter is being given as the underwriters may reasonably request; (g) make available for inspection by one representative of the Purchaser Selling Holders, designated by a majority thereof, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such representative of the PurchaserSelling Holders or underwriter (the "Inspectors"), all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the CompanyCompany (collectively, the "Records"), and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any such Inspector in connection with such Registration Statement; provided, however, that with respect to any Records that are confidential, the attorney, accountant or agent Inspectors shall take such action as the Company may reasonably request in order to maintain the confidentiality of the PurchaserRecords. For purposes of subsections (a) and (b) above with respect to demand registration only, the period of distribution of Registrable Securities in a firm commitment underwritten public offering shall be deemed to extend until the earlier of (a) the date each underwriter has completed the distribution of all securities purchased by it or (b) the date 90 calendar days subsequent to the effective date of such Registration Statement, and the period of distribution of Registrable Securities in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Securities covered thereby or one year; (h) cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange on which similar securities issued by the Company are then listed; (i) use its commercially reasonable efforts to keep effective and maintain for the period specified in subsection (g) a registration, qualification, approval or listing obtained to cover the Registrable Securities as may be necessary for the Selling Holders to dispose thereof and shall from time to time amend or supplement any prospectus used in connection therewith to the extent necessary in order to comply with applicable law; (j) use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Selling Holders to consummate the disposition of such Registrable Securities; and (k) enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities. Each Selling Holder, upon receipt of notice from the Company of the happening of any event of the kind described in subsection (e) of this Section 2.3, shall forthwith discontinue disposition of the Registrable Securities until such Selling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 2.3 or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Selling Holder will, or will request the managing underwriter or underwriters, if any, to deliver to the Company (at the Company's expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice, the time periods mentioned in subsection (g) of this Section 2.3 shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each Selling Holder shall have received the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 2.3 hereof or the notice that they may resume use of the prospectus. In connection with each registration hereunder with respect to an underwritten public offering, the Company and each Selling Holder agrees to enter into a written agreement with the managing underwriter or underwriters selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between underwriters and companies of the Company's size and investment stature.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Section 2 to effect the registration of any Registrable Securities under the Securities 1933 Act, the Company will, as expeditiously as possible: (a) subject to the timelines provided in this Agreement, prepare and file with the Commission the Registration Statement with the SEC, with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period period of the distribution contemplated thereby (determined as herein provided), respond as promptly as commercially practicable to any comments received from the SEC with respect theretoto a Registration Statement or any amendment thereto and file any pre-effective amendments with respect to a Registration Statement as promptly as reasonable possible, and promptly provide to the Purchaser Investors copies of all filings and Commission SEC letters of comment relating thereto(provided that the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any subsidiary) and notify the Investors (by telecopier or by e-mail addresses provided by the Investors) on or before the second business day thereafter that the Company receives notice that (i) the SEC has no comments or no further comments on the registration statement, and (ii) the registration statement has been declared effective; (b) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until and prepare and file with the expiration of the Effectiveness PeriodSEC such additional Registration Statements as may be required hereunder and to keep each additional Registration Statement effective; (c) furnish to the Purchaser Investors such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such Investors reasonably may request in order to facilitate the public sale or their disposition of the Registrable Securities securities covered by the such Registration StatementStatement or make them electronically available; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" “Blue Sky” laws of such jurisdictions within the United States as the Purchaser may reasonably requestInvestors shall request in writing, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities the principal market or exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when Investors of the Company’s becoming aware that a Prospectus prospectus relating thereto is required to be delivered under the Securities 1933 Act, of the happening of any event or passage of time of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; andexisting or the financial statements included therein ineligible for inclusion or which becomes subject to a SEC, state or other governmental order suspending the effectiveness of the Registration Statement covering any of the Registrable Securities. Each Investor hereby covenants that it will not sell any Registrable Securities pursuant to such prospectus during the period commencing at the time at which the Company gives such Investor notice of the suspension of the use of such prospectus in accordance with this Section 3(f) and ending at the time the Company gives such Investor notice that such Investor may thereafter effect sales pursuant to the prospectus, or until the Company delivers to such Investor or files with the SEC an amended or supplemented prospectus. (g) make available for inspection The Company shall cooperate with any broker-dealer through which an Investor proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Companysuch Investor, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested Company shall pay the filing fee required by the attorney, accountant or agent such filing within two (2) business days of the Purchaserrequest therefor.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Laurus copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser Laurus such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Laurus reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Laurus’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Laurus may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Laurus at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Laurus and any attorney, accountant or other agent retained by the PurchaserLaurus, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserLaurus.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any the Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement SEC a registration statement with respect to such Registrable Securitiessecurities, respond as promptly as possible respond to any comments received from the Commission, SEC and use its best efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect theretoperiod of the distribution contemplated thereby (determined as herein provided), and promptly provide to the Purchaser copies of all filings and Commission SEC letters of comment relating theretocomment; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement registration statement and to keep such Registration Statement registration statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities securities covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement such registration statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably requestPurchaser, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available on reasonable notice for inspection during normal business hours by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserPurchaser for the purpose of effecting the registration of the Registrable Securities pursuant to this Agreement.

Registration Procedures. If and whenever the Company is In connection with any registration required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Actthis Agreement, the Company will, as expeditiously as possible:shall take the actions set forth below. (ai) prepare and file with The Company shall notify the Holders in writing promptly of any stop order issued or threatened by the Commission or other suspension of effectiveness of the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Resale Registration Statement and will take commercially reasonable actions necessary or appropriate to prevent the Prospectus used entry of such stop order or to remove it as soon as practicable if entered and will notify the Holders in connection therewith as may be necessary to comply with the provisions writing promptly of the Securities Act with respect resolution of such situation. (ii) The Company shall furnish to the disposition each Holder of all Registrable Securities covered by the Resale Registration Statement filed pursuant to this Agreement (A) promptly after the same is prepared and publicly distributed, filed with the Commission, or received by the Company, one copy of the Resale Registration Statement and to keep such any amendment thereto, each prospectus and each amendment or supplement thereto, and, as promptly as practicable after the date of effectiveness of the Resale Registration Statement effective until or any amendment thereto, a written notice stating that the expiration of the Effectiveness Period; Resale Registration Statement or amendment thereto has been declared effective, and (cB) furnish to the Purchaser such number of copies of the Registration Statement such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the Prospectus prospectus included therein (including each preliminary Prospectus) in such registration statement, in conformity with the requirements of the Securities Act, and such other documents as the Purchaser any such Holder may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by such Holder. Such delivery of documents pursuant to (B) above shall be made by the Registration Statement;Company within three (3) trading days of receipt of a request therefor from any Holder. (diii) The Company shall use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities under the securities or “blue sky” laws of each State of the United States of America as any of the Holders of the Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser a registration statement filed hereunder may reasonably request, provided, however, and shall do any and all other acts and things which may be reasonably necessary or advisable to enable the Holders to consummate the disposition in such States of the Registrable Securities owned by the Holders; provided that the Company shall not for any such purpose be required to (A) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this Section 5(c)(iii), (B) subject itself to taxation in any such jurisdiction or to (C) consent to general service of process in any such jurisdiction;. (eiv) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the The Company is then listed; (f) shall immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, Holders in writing of the happening of any event of which comes to the Company has knowledge Company’s attention if, as a result of which such event, the Prospectus contained prospectus included in such the Resale Registration Statement, as then in effect, includes an contains any untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existing; andunder which they were made, not misleading, and the Company shall as soon as reasonably practicable prepare and furnish to each Holder and file with the Commission a supplement or amendment to such prospectus or registration statement or take such other action so that such prospectus or registration statement will no longer contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (gv) The Company shall hold in confidence and not make available for inspection by any disclosure of information concerning the Purchaser and any attorneyHolders provided to the Company pursuant to this Agreement unless (A) disclosure of such information is necessary to comply with federal or state securities laws, accountant (B) disclosure of such information is necessary to avoid or correct a misstatement or omission in the Resale Registration Statement, (C) release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, (D) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement, or (E) the Holders consent to the form and content of any such disclosure. (vi) The Company shall provide a transfer agent retained by and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the Purchaser, all publicly available, non-confidential financial effective date of such registration and other records, pertinent corporate documents and properties shall instruct the transfer agent that upon sale of such Registrable Securities that no legend need be placed on the Company, and cause certificate of such person who purchased the Company's officers, directors and employees Registrable Securities pursuant to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserResale Registration Statement.

Registration Procedures. If and whenever Whenever any Registrable Securities are to be registered pursuant to Section 2, the Company is required by the provisions hereof will use reasonable diligence to effect the registration of any such Registrable Securities under in accordance with the intended method of disposition thereof as quickly as practicable and in accordance with the provisions of Section 2. In connection with any offering of Registrable Securities Actpursuant to the Agreement, the Company will, shall as expeditiously as possible: (a) prepare and file with the Commission a registration statement that includes the Registration Statement Registrable Securities requested to be included therein in accordance with Section 2 and use reasonable diligence to cause such registration statement to become effective; provided, however, that at least five Business Days before filing a registration statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference therein, the Company will furnish to the Holder, and the underwriters, if any, draft copies of all such documents proposed to be filed, which documents will be subject to the review of the Holder and such underwriters, and the Company will not file any registration statement or prospectus or amendment or supplement thereto (including such documents incorporated by reference) to which the Holder or the underwriters with respect to such Registrable Securities, respond as promptly as possible if any, shall reasonably object within five days of receipt of any of such documents; and provided further, however, that if the Company, in the case of a Piggyback Registration, despite the reasonable objection of the Holder, desires to any comments received proceed with the registration of its shares, the Holder may withdraw the Registrable Securities from the Commissionbeing included in such offering, using its good-faith efforts to minimize delay caused by such withdrawal, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect theretoCompany may then, and promptly provide notwithstanding anything to the Purchaser copies contrary in the immediately preceding proviso, proceed with such offering; the Company and the Holder acknowledge that such withdrawal by the Holder will delay such offering for as much time as is necessary to amend such registration statement or prospectus to reflect the withdrawal of all filings and Commission letters of comment relating theretosuch Registrable Securities from such offering; (b) prepare and file with the Commission such amendments and supplements post- effective amendments to the Registration Statement and the Prospectus used in connection therewith registration statement as may be necessary to keep the registration statement effective for a period of six months (or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold or withdrawn, but not prior to the expiration of the 90-day period referred to in Section 4(3) of the 1933 Act and Rule 174 thereunder, if applicable); cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the 1933 Act; and comply with the provisions of the Securities 1933 Act applicable to it with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to the prospectus; the Company shall not be deemed to have complied with its obligations hereunder to keep a registration statement effective during the applicable period if it voluntarily takes any action that would result in the prevention of the Holder from selling such Registrable Securities covered by the Registration Statement and to keep during that period unless such Registration Statement effective until the expiration of the Effectiveness Periodaction is required under applicable law; (c) furnish to the Purchaser Holder and the underwriter or underwriters, if any, without charge, such reasonable number of conformed copies of the registration statement and any post-effective amendment thereto and such reasonable number of copies of the Registration Statement and the Prospectus included therein prospectus (including each preliminary Prospectusprospectus) and any amendments or supplements thereto, and any documents incorporated by reference therein, as the Purchaser reasonably Holder or underwriter may request in order to facilitate the public disposition of the Registrable Securities being sold by the Holder (it being understood that the Company consents to the use of the prospectus and any amendment or supplement thereto by the Holder and the underwriter or underwriters, if any, in connection with the offering and sale or disposition of the Registrable Securities covered by the Registration Statementprospectus or any amendment or supplement thereto); (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Holder at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities 1933 Act, when the Company becomes aware of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statement, registration statement (as then in effect, includes an ) contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made, not misleading and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, 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; (e) use reasonable diligence to cause all Registrable Securities included in such registration statement to be listed, by the date of the first sale of Registrable Securities pursuant to such registration statement, on each securities exchange on which the Common Stock of the Company is then existing; andlisted or proposed to be listed, if any; (f) make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the 1933 Act no later than 90 days after the end of the 12-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement, which earnings statement shall cover said 12-month period, which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on such forms and reports as the Company may be required to file under the Exchange Act and otherwise complies with Rule 158 under the 1933 Act as soon as feasible; (g) notify the Holder of any stop order issued or threatened by the Commission in connection therewith and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered, and make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the registration statement at the earliest possible moment; (h) if requested by the managing underwriter or underwriters, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters or the Holder reasonably requests to be included therein, including, without limitation, the purchase price being paid therefor by such underwriter or underwriters and any other terms of the underwritten offering of such Registrable Securities (excluding, however, information with respect to the number of Registrable Securities being sold to such underwriter or underwriters by the Holder), and promptly make all required filings of such prospectus supplement or post-effective amendment; (i) as promptly as practicable after filing with the Commission of any document which is incorporated by reference into a registration statement, deliver to the Holder as many copies of that document as may be reasonably requested by the Holder; (j) on or prior to the date on which the registration statement is declared effective, use reasonable diligence to register or qualify, and cooperate with the Holder the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of the Registrable Securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as the Holder or underwriter reasonably requests in writing, to use reasonable diligence to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject; and provided, further, however, that while it is the present intention of the Holder to cooperate with the Company to keep the costs of compliance with state blue sky laws to a minimum, the Holder shall have the right to require compliance by the Company with the blue sky laws of as many states as the managing underwriter deems reasonably necessary in its good faith judgment to realize the maximum possible value for the Registrable Securities included in such registration statement; (k) cooperate with the Holder and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing securities to be sold under the registration statement and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, may request, subject to the underwriters' obligation to return any certificates representing securities not sold; (l) use reasonable diligence to cause the Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities within the United States as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such securities; (m) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other reasonable actions as the Holder or the underwriters retained by the Holder participating in an underwritten public offering, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (n) make available for inspection by the Purchaser Holder, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the Purchaser"Inspectors"), all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the CompanyCompany (collectively, the "Records"), as shall be necessary to enable them to exercise their due diligence responsibility; and cause the Company's officers, directors and employees to supply make available for inspection and/or copying all publicly available, non-confidential information Records reasonably requested by any such Inspector in connection with such registration statement; and (o) list such securities on or with a national securities exchange (which term shall include the attorney, accountant or agent NASDAQ National Market System) and comply with all applicable exchange listing requirements and rules and regulations thereof; (p) use reasonable diligence to obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the Purchasertype customarily covered by cold comfort letters covering registration statements similar to the registration statement at issue as the Holder reasonably requests. The Holder, upon receipt of any notice from the Company of the occurrence of any event of the kind described in subsection (d) of this Section 3.1, will forthwith discontinue disposition of the Registrable Securities until the Holder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection (d) of this Section 3.1 and copies of any additional or supplemental filings which are incorporated by reference in the prospectus, or until Holder is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed. If so directed by the Company, the Holder shall deliver to the Company (at the Company's expense) all copies in Holder's possession or control, other than permanent file copies then in the Holder's possession, of the prospectus covering such Registrable Securities. In the event the Company shall give any such notice, the time periods mentioned in subsection (b) of this Section 3.1 shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by subsection (d) of this Section 3.1 hereof or the Advice. If such registration statement refers to the Holder by name or otherwise as the holder of any securities of the Company then the Holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to the Holder to the effect that the holding by such Holder of such securities is not to be construed as a recommendation of such Holder of the investment quality of the Company's securities covered thereby and that such holding does not imply that the Holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect In connection with the registration of any Registrable Securities under this Agreement, and subject to the Securities Actother provisions of this Agreement, the Company will, as expeditiously as possibleBuyer shall: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable efforts to cause the Registration Statement filed in accordance with Section 2 to become and remain effective for as soon as practicable after the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoRelease Date; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective for the shorter of (i) the duration of its registration obligations pursuant to Section 2, or (ii) until there are no Registrable Securities outstanding, and to comply with the provisions of the Securities 1933 Act with respect to the disposition of all the Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodSecurities; (c) furnish to the Purchaser each Seller of such Registrable Securities such number of copies of the Prospectus included in such Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser such Seller may reasonably may request in order to facilitate the public sale or disposition of the such Registrable Securities covered by the Registration StatementSecurities; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities all securities covered by the such Registration Statement under the such other securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may each Seller shall reasonably request, providedand do any and all other acts and things as may be reasonably necessary to enable such Seller to consummate the disposition in such jurisdictions of its Registrable Securities covered by such Registration Statement, however, except that the Company Buyer shall not for any such purpose be required to qualify generally to transact do business as a foreign corporation in any jurisdiction where wherein it is not so qualified qualified, or to subject itself to taxation in respect of doing business in any such jurisdiction, or to consent to general service of process in any such jurisdiction; (e) list the notify each Seller of Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Statement, at any time when a Prospectus relating thereto is required to be delivered under the Securities 1933 Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingexisting or if it is necessary to amend or supplement such Prospectus to comply with the law, and at the request of any such Seller, prepare and furnish to such Seller a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities or securities, such Prospectus, as amended or supplemented, will comply with the law; (f) use its best efforts to comply with all applicable rules and regulations of the Commission; (g) use its best efforts to qualify such securities for listing on the Nasdaq National Market, and provide a transfer agent and registrar for such Registrable Securities not later than the effective date of such Registration Statement; and (gh) make available for inspection by issue to any person to which any Holder of Registrable Securities may sell such Registrable Securities in connection with such registration certificates evidencing such Registrable Securities without any legend restricting the Purchaser transferability of the Registrable Securities. Buyer will promptly amend or supplement such Registration Statement and the Prospectus contained therein whenever and to the extent necessary to comply with the 1933 Act and any attorney, accountant applicable state securities statute or other agent retained by regulation. Buyer will also provide the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties Holder of Registrable Securities with as many copies of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information Prospectus contained in any such Registration Statement as it may reasonably requested by the attorney, accountant or agent of the Purchaserrequest.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Laurus copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser Laurus such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Laurus reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Laurus’ Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Laurus may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Laurus at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Laurus and any attorney, accountant or other agent retained by the PurchaserLaurus, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserLaurus.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Section 2 to effect the registration of any Registrable Securities under the Securities 1933 Act, the Company will, as expeditiously as possible: (a) subject to the timelines provided in this Agreement, prepare and file with the Commission the Registration Statement with the SEC, with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its reasonable best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period period of the distribution contemplated thereby (determined as herein provided), respond as promptly as commercially practicable to any comments received from the SEC with respect theretoto a Registration Statement or any amendment thereto and file any pre-effective amendments with respect to a Registration Statement as promptly as reasonable possible, and promptly provide to the Purchaser Investors copies of all filings and Commission SEC letters of comment relating thereto(provided that the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any subsidiary) and notify the Investors (by telecopier or by e-mail addresses provided by the Investors) on or before the second business day thereafter that the Company receives notice that (i) the SEC has no comments or no further comments on the registration statement, and (ii) the registration statement has been declared effective; (b) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until and prepare and file with the expiration of the Effectiveness PeriodSEC such additional Registration Statements as may be required hereunder and to keep each additional Registration Statement effective; (c) furnish to the Purchaser Investor such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser Investor reasonably may request in order to facilitate the public sale or their disposition of the Registrable Securities securities covered by the such Registration StatementStatement or make them electronically available; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" “Blue Sky” laws of such jurisdictions within the United States as the Purchaser may reasonably requestInvestor shall request in writing, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) if applicable, list the Registrable Securities covered by the such Registration Statement with any securities the principal market or exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when Investor of the Company’s becoming aware that a Prospectus prospectus relating thereto is required to be delivered under the Securities 1933 Act, of the happening of any event or passage of time of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; andexisting or the financial statements included therein ineligible for inclusion or which becomes subject to a SEC, state or other governmental order suspending the effectiveness of the Registration Statement covering any of the Registrable Securities. Each Investor hereby covenants that it will not sell any Registrable Securities pursuant to such prospectus during the period commencing at the time at which the Company gives such Investor notice of the suspension of the use of such prospectus in accordance with this Section 3(f) and ending at the time the Company gives such Investor notice that such Investor may thereafter effect sales pursuant to the prospectus, or until the Company delivers to such Investor or files with the SEC an amended or supplemented prospectus. (g) make available for inspection The Company shall cooperate with any broker-dealer through which an Investor proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such Investor, and the Purchaser and Company shall pay the filing fee required by such filing within two (2) business days of request therefor. (h) Notwithstanding anything to the contrary herein (but subject to the last sentence of this Section 3(h)), at any attorneytime after the Effective Date of a particular Registration Statement, accountant the Company may delay the filing of any amendment or other agent retained new Registration Statement required by this Agreement if taking such action is not, in the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties good faith opinion of the Board of Directors of the Company, and cause in the best interest of the Company and, in the advice of counsel to the Company's officers, directors and employees otherwise required, (a “Grace Period”), provided that the Company shall promptly notify the Investor in writing of the (i) existence of a situation giving rise to supply all publicly availablea Grace Period (provided that in each such notice the Company shall not disclose the content of any material, non-confidential public information reasonably requested to any of the Investor) and the date on which such Grace Period will begin and (ii) date on which such Grace Period ends, provided further that (I) no Grace Period shall exceed ten (10) consecutive days and during any three hundred sixty five (365) day period all such Grace Periods shall not exceed an aggregate of forty-five (45) days, (II) the first day of any Grace Period must be at least five (5) Trading Days (as defined in the Notes) after the last day of any prior Grace Period and (III) no Grace Period may exist during the thirty (30) Trading Day period immediately following the Effective Date of any Registration Statement (provided that such thirty (30) Trading Day period shall be extended by the attorneynumber of Trading Days during such period and any extension thereof contemplated by this proviso during which such Registration Statement is not effective or the prospectus contained therein is not available for use) (each, accountant or agent an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, such Grace Period shall begin on and include the date the Investor receives the notice referred to in clause (i) above and shall end on and include the later of the Purchaserdate the Investors receive the notice referred to in clause (ii) above and the date referred to in such notice.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If (a) The Company shall: (i) furnish to the Placement Agents, without charge, at least one signed copy of the Registration Statement and whenever any post-effective amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including those incorporated by reference); (ii) deliver to the Placement Agents, without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as they may reasonably request, but only while the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (biii) prepare and file prior to any public offering of Registrable Securities, register or qualify or cooperate with the Commission such amendments Placement Agents and supplements to the Registration Statement and the Prospectus used their respective counsel in connection therewith as may be necessary to comply with the provisions registration or qualification of the Securities Act with respect to the disposition of all Registrable Securities covered by for offer and sale under the Registration Statement and to keep such Registration Statement effective until the expiration securities laws of the Effectiveness Period; various states (cthe "Blue Sky Laws") furnish and do any and all other acts or things reasonably necessary or advisable to effect the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale registration or disposition qualification of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify Statement in the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, various states; provided, however, that in no event shall the Company shall not for any such purpose be required obligated to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not so now qualified or to consent take any action which would subject it to general taxation or service of process in suits other than those arising out of the offer or sale of the securities covered by such Registration Statement in any such jurisdictionjurisdictions where it is not now so subject; (eiv) list cooperate with the Placement Agents to prepare and deliver timely certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and issue the Registrable Securities covered by in the Registration Statement with denominations and register them in the names the Placement Agents may request at least two (2) business days prior to any securities exchange on which the Common Stock sale of the Company is then listedRegistrable Securities; (fv) immediately notify the Purchaser at any time when use its best efforts to cause a Prospectus relating thereto is required Notification Form for Listing of Additional Shares to be delivered under filed with The Nasdaq Stock Market with respect to the Registrable Securities Act, of being registered or to cause similar required forms to be filed with the happening of any event of market on which similar securities issued by the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as are then in effect, includes an untrue statement of a material fact listed 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 existingtraded; and (gvi) make available for inspection by to the Purchaser Placement Agents and any attorney, attorney or accountant or other agent retained by the Purchaser, Placement Agents for inspection all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly availableinformation that the participating Placement Agents, non-the Placement Agents' representatives, attorneys or accountants may reasonably request in connection with the registration; provided, that such Persons shall keep confidential any records, information reasonably requested by or documents that the attorney, accountant Company designates as confidential unless a court or agent administrative agency requires the disclosure of the Purchaserrecords, information or documents. (b) Each of the Placement Agents agree to furnish the Company with any information regarding the Placement Agents and the distribution of the Registrable Securities as the Company may from time to time reasonably request. (c) The Placement Agents agree that, upon receipt of any notice from the Company of the happening of any of the following: (i) the SEC's issuance of any stop order denying or suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose, (ii) the Company's receipt of any stop order denying registration or suspending the qualification of the Registrable Securities for sale or the initiation or threatening of any proceeding for such purpose, or (iii) the happening of any event which makes any statement made in the Registration Statement, the Prospectus or any document incorporated by reference therein untrue or which requires any change in the Registration Statement, the Prospectus or any document incorporated by reference therein to make the statements not include an untrue statement of material fact or not omit any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, the Placement Agents shall discontinue the disposition of Registrable Securities until the Placement Agents receive a supplemented or amended Prospectus from the Company or until the Company advises the Placement Agents in writing that the participating Placement Agents may resume the use of the Prospectus, and have received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus. If the Company so directs, the Placement Agents will deliver to the Company all copies, other than permanent file copies then in the Placement Agents' possession, of the Prospectus covering the Registrable Securities at the time the Placement Agents received the notice.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possiblepractical: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible feasible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Investor such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Investor reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Investor’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Investor may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser Investor at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever In the case of each Registration effected by the Company is required by the provisions hereof to effect the registration of any in which Registrable Securities under are to be sold for the Securities Actaccount of the Purchasers, the Company will, as expeditiously as possibleshall: (a) furnish to Xxxxxxxxx Xxxxxxx LLP (counsel to the Purchasers) and any other counsel designated by a Purchaser copies of all Registration Statements or prospectuses or any amendments or supplements thereto proposed to be filed with the SEC within a reasonable period of time prior to any such filing, which documents will be subject to review by such counsel before filing solely with regard to any information contained therein which pertains to the Purchasers; (b) use its commercially reasonable efforts to prepare and file with the Commission the Registration Statement with respect to SEC such Registrable Securitiesamendments, respond as promptly as possible to any comments received from the Commissionincluding post-effective amendments, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective, to keep such Registration Statement effective during the Registration Period and to comply with the provisions of the Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the disposition of all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until during such period in accordance with the expiration intended methods of distribution of the Effectiveness PeriodHolders; (c) furnish to the Purchaser such number of Purchasers electronic copies of such Registration Statement, each amendment and supplement thereto, the prospectus included in such Registration Statement and the Prospectus included therein (including each preliminary Prospectusprospectus) and such other documents as the Purchaser Purchasers may reasonably may request require in order to facilitate the public sale or disposition of the Registrable Securities covered held by the Registration StatementPurchasers; (d) use its commercially reasonable efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the such other securities or "blue sky" sky laws of such states as may be reasonably required and do any and all other acts and things which may be reasonably necessary or advisable to enable the Purchasers to consummate the disposition of the Registrable Securities in such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, (provided that the Company shall will not for any such purpose be required to (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction where it is not so qualified then subject, or to (iii) consent to general service of process in any such jurisdiction); (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Purchasers and their designated counsel as promptly as practicable, at any time when a Prospectus prospectus relating thereto to a Registration Statement is required to be delivered under the Securities Act, (i) of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such a Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in light materially misleading, (ii) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the circumstances Registration Statement for amendments or supplements to the Registration Statement or prospectus or for additional information, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or any notification of the initiation or threatening of any proceeding for such purpose, and (v) of the occurrence of any event or passage of time that makes the financial statements included in the Registration Statement ineligible for inclusion therein. Upon the occurrence of any of the foregoing, the Company shall use its commercially reasonable efforts to promptly prepare a supplement or amendment to such Registration Statement or prospectus to cure or correct any such deficiency; (f) effective not later than the effectiveness of the subject Registration Statement, use its commercially reasonable efforts to cause all subject Registrable Securities to be listed for trading on each national securities exchange or automated quotation system on which the Common Stock is then existinglisted, if any; (g) furnish to each Purchaser, without charge, at least one conformed copy of the Registration Statement and each amendment thereto, including financial statements and schedules, to the extent requested by such Purchaser, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Purchaser, and all exhibits to the extent requested by such Purchaser (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the SEC; (h) promptly deliver to each Purchaser, without charge, as many copies of the prospectus or prospectuses and each amendment or supplement thereto as such Purchaser may reasonably request in connection with resales by the Purchaser of Registrable Securities. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the selling Purchasers in connection with the offering and sale of the Registrable Securities covered by such prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(e) or in the event of an Allowed Delay; and (gi) make available for inspection by the Purchaser comply in all material respects with all applicable rules and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties regulations of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserSEC.

Registration Procedures. If and whenever In connection with its obligations with respect to the Company is required by the provisions hereof Shelf Registration Statement pursuant to effect the registration of any Registrable Securities under the Securities ActSection 3.5(b), the Company will, shall use its reasonable best efforts to as expeditiously as possible: (a1) prepare and file with the Commission SEC a Shelf Registration Statement on such form as is required pursuant to the terms hereof and which shall be available for the sale of the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from make all required filings with the Commission, National Association of Securities Dealers and the Financial Industry Regulatory Authority and thereafter use its reasonable best efforts to cause the such Shelf Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoas soon as reasonably practicable; (b2) prepare and file with the Commission SEC such amendments and supplements to the such Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf Registration Statement effective during the period provided for herein, and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the such Shelf Registration Statement and to keep until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Shelf Registration Statement effective until the expiration of the Effectiveness PeriodStatement; (c3) furnish to the Purchaser each Holder such number of copies copies, without charge, of the such Shelf Registration Statement Statement, each amendment and the Prospectus included therein (supplement thereto, including each preliminary Prospectus) prospectus, final prospectus, any other prospectus (including any prospectus filed under Rule 424, Rule 430A or Rule 430B under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Purchaser Securities Act), all exhibits and other documents filed therewith and such other documents as such Holder may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration Statementsuch Holder; (d4) use its commercially reasonable efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the such other securities or "blue sky" sky laws of such jurisdictions as any Holder (or managing underwriter, if any, in the case of an underwritten offering) reasonably requests and do any and all other acts and things that may be reasonably necessary or reasonably advisable to enable such seller to consummate the disposition in such jurisdictions within the United States as of the Purchaser may reasonably request, provided, however, Registrable Securities owned by such Holder (provided that the Company shall will not for any such purpose be required to (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction or to (iii) consent to general service of process in any such jurisdiction); (e5) list notify each Holder and upon discovery that, or upon the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, discovery of the happening of any event of which the Company has knowledge as a result of which which, the Prospectus contained in such a prospectus with respect to any Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; under which they were made, and, as soon as reasonably practicable, prepare and furnish to such Holder a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (g6) notify each Holder (i) when the Shelf Registration Statement or the prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to the Shelf Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to the Shelf Registration Statement or to amend or to supplement such prospectus or for additional information, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for any of such purposes; (7) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed or, if no similar securities issued by the Company are then listed on any securities exchange, use its reasonable best efforts to cause all such Registrable Securities to be listed on the New York Stock Exchange or the NASDAQ stock market, as determined by the Company; (8) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Shelf Registration Statement; (9) in the case of an underwritten offering, enter into such customary agreements (including underwriting agreements and, subject to Section 3.5(g), lock-up agreements in customary form, and including provisions with respect to indemnification and contribution in customary form) and take all such other customary actions as the Selling Holders or the managing underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (10) in the case of an underwritten offering, make available for inspection by the Purchaser Holders’ Counsel, any underwriter participating in any disposition pursuant to such Shelf Registration Statement and any attorney, accountant or other agent retained by the Purchaserany such underwriter, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties documents relating to the business of the Company, and cause the Company's ’s officers, directors directors, employees and employees independent accountants to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent any of the Purchaserforegoing in connection with such offering, provided that it shall be a condition to such inspection and receipt of such information that the inspecting person (i) enter into a confidentiality agreement in form and substance reasonably satisfactory to the Company and (ii) agree to minimize the disruption to the Company’s business in connection with the foregoing; (11) timely provide to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (12) in the event of the issuance of any stop order suspending the effectiveness of the Shelf Registration Statement, or of any order suspending or preventing the use of any related prospectus or ceasing trading of any securities included in the Shelf Registration Statement for sale in any jurisdiction, use every reasonable effort to promptly obtain the withdrawal of such order; (13) in the case of an underwritten offering, obtain one or more comfort letters, addressed to the underwriters, if any, dated the effective date of the Shelf Registration Statement and the date of the closing under the underwriting agreement for such offering, signed by the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as such underwriters shall reasonably request; (14) in the case of an underwritten offering, provide legal opinions of the Company’s counsel, addressed to the underwriters, if any, dated the date of the closing under the underwriting agreement, with respect to the Shelf Registration Statement, each amendment and supplement thereto (including the preliminary prospectus) and such other documents relating thereto as the underwriter shall reasonably request in customary form and covering such matters of the type customarily covered by legal opinions of such nature; and (15) As a condition to registering Registrable Securities, the Company may require each Selling Holder to furnish the Company with such information regarding such person and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request in writing.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the The Company is required by the provisions hereof shall use commercially reasonable best efforts to effect and maintain the registration of any the Registrable Securities under and provide for the resale of the Registrable Securities Actin accordance with the Holder’s intended method of disposition thereof, and pursuant thereto the Company will, as expeditiously as possibleshall: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission SEC such amendments and supplements to the Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Shelf Registration Statement effective and to comply with the provisions requirements of the Securities Act with respect to and the disposition of all Registrable Securities covered by the Registration Statement rules and to keep such Registration Statement effective until the expiration regulations of the Effectiveness Period; (c) furnish to SEC thereunder in connection with the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Shelf Registration Statement, in each case, for such time as is contemplated in Section 2(a) hereof; (b) furnish, without charge, to the Holder such number of copies of the Shelf Registration Statement, each amendment or supplement thereto (in each case including all exhibits) and the Prospectus included in the Shelf Registration Statement (including each preliminary Prospectus), in conformity with the requirements of the Securities Act as the Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities; (c) notify the Holder (i) when the Shelf Registration Statement, any pre-effective amendment, the Prospectus or any prospectus supplement related thereto or post-effective amendment to the Shelf Registration Statement has been filed and, with respect to the Shelf Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation or threat of any proceedings for that purpose, and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose; (d) use its commercially reasonable efforts to register or qualify prevent the Purchaser's Registrable Securities covered by issuance of any order suspending the effectiveness of the Shelf Registration Statement, and, if any such order suspending the effectiveness of the Shelf Registration Statement under is issued, use commercially reasonable efforts to obtain the securities or "blue sky" laws withdrawal of such jurisdictions within order at the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdictionearliest possible moment; (e) list until the sooner of completion, abandonment or termination of the offering or sale of the Registrable Securities covered contemplated by the Shelf Registration Statement with any securities exchange on and the expiration of the period during which the Common Stock of the Company is then listed; (f) immediately required to maintain the effectiveness of the Shelf Registration Statement under Section 2(a), notify the Purchaser at Holder (i) of the existence of any time when a Prospectus relating thereto fact of which the Company is required to be delivered under the Securities Act, of aware or the happening of any event of which has resulted in (A) the Company has knowledge as a result of which the Prospectus contained in such Shelf Registration Statement, as then in effect, includes containing an untrue statement of a material fact or omits omitting to state a material fact required to be stated therein or necessary to make any statements therein not misleading or (B) the Prospectus, as then amended or supplemented, containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) of the Company’s reasonable determination that a post-effective amendment to the Shelf Registration Statement would be appropriate or that there exist circumstances not yet disclosed by the Company to the public which make further sales of Registrable Securities under the Shelf Registration Statement inadvisable pending such disclosure and post-effective amendment; and, if the notification relates to any event described in either of the clauses (i) or (ii) of this Section 3(e), at the request of the Holder, the Company shall prepare, and to the extent the exemption from the prospectus delivery requirements in Rule 172 under the Securities Act is not available, furnish to the Holder a reasonable number of copies of, a supplement or post-effective amendment to the Shelf Registration Statement or related Prospectus or file any other required document so that (1) the Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (2) as thereafter delivered to the purchasers of Registrable Securities being sold thereunder, such Prospectus does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (f) use commercially reasonable efforts to cause the Registrable Securities to be listed on the New York Stock Exchange or any other national securities exchange on which the Common Stock is then existinglisted, if the listing of Registrable Securities is then permitted under the rules of the New York Stock Exchange or such other national securities exchange; (g) if requested by the Holder, incorporate in a prospectus supplement or post-effective amendment such information concerning the Holder or the Holder’s intended method of distribution of the Registrable Securities as the Holder reasonably requests to be included therein and is reasonably necessary to permit the sale of the Registrable Securities pursuant to the Shelf Registration Statement, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other material terms of the offering of the Registrable Securities to be sold in such offering; provided, however, that the Company shall not be obligated to include in any such prospectus supplement or post-effective amendment any requested information (i) that is not required by the Securities Act and SEC rules and regulations thereunder or the Exchange Act and rules and regulations thereunder and (ii) is unreasonable in scope compared with the Company’s most recent prospectus or prospectus supplement used in connection with a primary or secondary offering of equity securities by the Company; and (gh) make available for inspection use commercially reasonable efforts to file such documents as necessary to register or qualify the Registrable Securities under all applicable state securities or “blue sky” laws of such jurisdictions as the Holder may reasonably request in writing, and use commercially reasonable efforts to keep each such registration or qualification effective during the period the Shelf Registration Statement is required to be kept effective pursuant to this Agreement or during the period offers and sales of Registrable Securities are being made by the Purchaser Holder, whichever is shorter, and to do any attorney, accountant and all other similar acts and things which may be reasonably necessary or other agent retained by advisable to enable the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties Holder to consummate the disposition of the CompanyRegistrable Securities in each such jurisdiction; provided, and however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this Agreement, (ii) take any action that would cause it to become subject to any taxation in any jurisdiction where it would not otherwise be subject to such taxation or (iii) take any action that would subject it to the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent general service of the Purchaserprocess in any jurisdiction where it is not then so subject.

Registration Procedures. If and whenever Whenever the Company is required by the provisions hereof obligated to effect the registration of any register Registrable Securities under pursuant to this Agreement, subject to and in accordance with the Securities Actterms hereof, the Company will, as expeditiously as possibleshall: (a) prepare and file with use its reasonable best efforts to cause the Commission the Registration Statement registration statement filed with respect to such Registrable Securities, respond Securities (i) to become effective as promptly as possible practicable after the making of such filing and (ii) to remain effective and usable for the resale of Registrable Securities until the date on which all Registrable Securities so registered have been sold, the relevant offering has been abandoned or until such securities cease to be Registrable Securities; (b) furnish the Securities Holder, its underwriters, if any, and their respective counsel, at such times so as to permit their reasonable review, the opportunity to review the registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and to consider in good faith incorporating any comments received reasonably requested by the Securities Holder, its underwriters, if any, and their respective counsel, provided that the Securities Holder’s, the underwriters’, if any, and their respective counsels’ review of such documents shall not delay the filing of the registration statement so long as such parties have been provided a reasonable time to review the same; (c) make available for reasonable inspection by, or give reasonable access to, any underwriter and its counsel participating in any disposition of Registrable Securities all pertinent financial and other records, pertinent corporate documents and properties of the Company and, in respect of any Demand Registration, to cause its senior management to participate in such management presentations and roadshow as such underwriters may reasonably request (provided, however, that such senior management have been given reasonable advanced notice of such presentations and roadshows and that such senior management shall only be obligated to participate in one roadshow of reasonably customary duration in respect of any Demand Registration) and to cause the Company’s directors, officers and employees to supply all information reasonably requested by any such underwriter in connection with the offering thereunder; (d) promptly notify counsel for the Securities Holder and the managing underwriter or agent and confirm the notice in writing (i) when the registration statement, or any post-effective amendment to the registration statement, will have become effective, or any supplement to the prospectus or any amendment to the prospectus will have been filed, (ii) of the receipt of any comments from the Commission, and use its best efforts (iii) of any request of the Commission to cause amend the Registration Statement to become and remain effective registration statement or amend or supplement the prospectus or for the Effectiveness Period with respect theretoadditional information, and promptly provide to (iv) of the Purchaser copies issuance by the Commission of all filings and Commission letters any stop order suspending the effectiveness of comment relating theretothe registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes; (be) furnish, without charge, to the Securities Holder and to the underwriters of the securities being registered such number of copies of the registration statement, preliminary prospectus, final prospectus and other documents incident thereto as such underwriters and the Securities Holder from time to time may reasonably request; (f) prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith with such registration statement as may be necessary to comply with the provisions of the Securities Act and applicable state securities laws with respect to the disposition of all securities covered by such registration statement; (g) use its reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under such other securities laws or state blue sky laws of such U.S. jurisdictions as shall be reasonably requested by the Registration Statement and to keep such Registration Statement effective until Securities Holder for the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition distribution of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, registration statement; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not so qualified or to file a general consent to general service of process in any such jurisdictionstates or jurisdictions or to subject itself to taxation in any such states or jurisdictions wherein it would not but for the requirements of this paragraph (f) be required to do so; (eh) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of enter into customary agreements in form and substance reasonably satisfactory to the Company (including a customary underwriting agreement in form and substance reasonably satisfactory to the Company, if the offering is then listedto be underwritten, in whole or in part), which may include indemnification provisions in favor of underwriters and other Persons in addition to the provisions of Article VI hereof; (fi) immediately notify the Purchaser Securities Holder at any time when a Prospectus prospectus relating thereto covered by such registration statement is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of the Securities Holder, as promptly as practicable prepare and furnish to the Securities Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; provided that, upon receipt of such notice from the Company, the Securities Holder will forthwith discontinue disposition of its Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Securities Holder receives the copies of the supplemented or amended prospectus covering such Registrable Securities (and the Securities Holder shall return to the Company all copies of the unsupplemented or unamended prospectus covering such Registrable Securities); (j) making all required filings necessary to list all Registrable Securities covered by such registration statement on the Nasdaq or on such other securities exchange on which shares of Common Stock are then currently listed; (k) use its reasonable best efforts to prevent the issuance of any order suspending the effectiveness of a registration statement or suspending the qualification (or exemption from qualification) of any of the Registrable Securities included therein for sale in any U.S. jurisdiction, and, in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending the qualification of any Registrable Securities included in such registration statement for sale in any U.S. jurisdiction, use its reasonable best efforts to promptly obtain the withdrawal of such order; provided that, upon receipt of notice from the Company of such order, the Securities Holder will forthwith discontinue disposition of its Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Securities Holder is notified by the Company in writing that the order relating to the prospectus covering such Registrable Securities has been withdrawn; (l) use its reasonable best efforts to obtain “cold comfort” letters and updates thereof reasonably satisfactory to the managing underwriters from the independent certified public accountants of the Company, addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings; (m) use its reasonable best efforts to obtain opinions of outside counsel to the Company reasonably satisfactory to the managing underwriters, addressed to each of the underwriters covering the matters customarily covered in opinions of issuer’s counsel requested in underwritten offerings; (n) cooperate with the Securities Holder and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA; and (go) cooperate with the Securities Holder and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or the Securities Holder may request; and (p) comply in all material respects with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available for inspection by to its securities holders, as soon as reasonably practicable, an earnings statement covering the Purchaser period of at least 12 months after the effective date of such Registration Statement, which earnings statement shall satisfy Section 11(a) of the Securities Act and any attorneyapplicable regulations thereunder, accountant or other including Rule 158; and (q) provide a transfer agent retained by and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties effective date of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasersuch registration.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation or subject itself to taxation in any jurisdiction where it is not so qualified or subject or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, promptly respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to use its commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities ActAct as provided in Section 3.1 above, the Company will, shall as expeditiously as possible: (a) prepare and as soon thereafter as possible (but with respect to a public offering other than the Initial Offering, in any event no later than ninety (90) days after the last request for inclusion in the applicable registration is timely given to the Company) file with the Commission the Registration Statement with respect requisite registration statement to effect such Registrable Securities, respond as promptly as possible to any comments received from the Commission, registration and thereafter use its best commercially reasonable efforts to cause such registration statement to become effective and remain effective for a period of one hundred twenty (120) days or, if earlier, until the distribution contemplated by the registration statement has been completed (the “Effectiveness Period”); provided, however, in the case of any registrations on Form S-3 that are intended to be offered on a continuous or delayed basis, the Effectiveness Period shall be extended until all applicable Registrable Securities thereunder are sold. Notwithstanding the foregoing, the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; and provided further, in the event that, in the good faith judgment of the Company, it is advisable to suspend use of the prospectus relating to such registration statement for a discrete period of time (a “Deferral Period”) due to pending or proposed material corporate developments or similar material events that have not yet been publicly disclosed and as to which the Company believes public disclosure will be prejudicial to the Company, the Company shall deliver a certified resolution of the Board, signed by a duly authorized officer of the Company, to each Holder of Registrable Securities covered by the Registration Statement to become the effect of the foregoing and remain effective for such Holders, upon receipt of such certificate, and the Company agree not to dispose of any Registrable Securities covered by any registration or prospectus (other than in transactions exempt from the registration requirements under the Securities Act); provided, however, that the Company shall not utilize more than four (4) Deferral Periods in any twelve (12) month period and in no event shall the aggregate length of all such Deferral Periods in any such twelve (12) month period be greater than ninety (90) days. The Effectiveness Period with respect thereto, and promptly provide shall be extended for a period of time equal to the Purchaser copies of all filings and Commission letters of comment relating thereto;any Deferral Period. (b) prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the Registration Statement and to keep intended methods of disposition by the Holder or Holders thereof set forth in such Registration Statement effective until the expiration of the Effectiveness Periodregistration statement; (c) furnish to the Purchaser each Holder of Registrable Securities covered by such registration statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including without limitation all exhibits), such number of copies of the Registration Statement and the Prospectus included therein prospectus contained in such registration statement (including without limitation each preliminary Prospectusprospectus and any summary prospectus) as and any other prospectus filed under Rule 424 under the Purchaser reasonably may request to facilitate Securities Act, in conformity with the public sale or disposition requirements of the Registrable Securities covered by the Registration StatementAct, and such other documents, as such Holder may reasonably request; (d) use its commercially reasonable efforts to register or qualify the Purchaser's all Registrable Securities and other securities covered by the Registration Statement such registration statement under the such other securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser may each Holder thereof shall reasonably request, providedto keep such registration or qualification in effect for so long as such registration statement remains in effect, howeverand to take any other action which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder, except that the Company shall not for any such purpose be required to qualify generally to transact do business as a foreign corporation in any jurisdiction where wherein it is would not but for the requirements of this clause (d) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (e) list the use its commercially reasonable efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities in the Registration Statement with any securities exchange on which United States as may be necessary to enable the Common Stock Holder or Holders thereof to consummate the disposition of the Company is then listedsuch Registrable Securities; (f) immediately notify the Purchaser each Holder of Registrable Securities covered by such registration statement, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of upon discovery that, or upon the happening of any event of which the Company has knowledge as a result of which which, the Prospectus contained prospectus included in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, or, if for any reason it shall be necessary during such time period to amend or supplement the registration statement or the prospectus in order to comply with the Securities Act, at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall (i) not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made or (ii) effect such compliance; (g) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act, and shall furnish to each such Holder of Registrable Securities covered by such registration statement at least five (5) business days prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus and shall not file any thereof to which any such Holder shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder; (h) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration statement; (i) use its commercially reasonable efforts to list all Registrable Securities covered by such registration statement on any securities exchange on which any of the equity securities of the Company of the same class as the Registrable Securities are then existinglisted; (j) cooperate with the underwriters with respect to all roadshows and other marketing activities as may be reasonably requested by the underwriters; and (gk) make available for inspection enter into such agreements and take such other actions as the Holders of Registrable Securities covered by a registration statement shall reasonably request in order to expedite or facilitate the Purchaser disposition of such Registrable Securities. The Company may require each Holder of Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding such Holder and the distribution of such securities as the Company may from time to time reasonably request in writing. Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that upon receipt of any attorneynotice from the Company of the happening of any event of the kind described in clause (f) of this Section 3.2, accountant such Holder will forthwith discontinue such Holder’s disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such Holder’s receipt of the copies of the supplemented or other agent retained amended prospectus contemplated by the Purchaserclause (f) of this Section 3.2 and, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of if so directed by the Company, and cause will deliver to the Company (at the Company's officers’s expense) all copies, directors and employees to supply all publicly availableother than permanent file copies, non-confidential information reasonably requested by the attorney, accountant or agent then in such Holder’s possession of the Purchaserprospectus relating to such Registrable Securities current at the time of receipt of such notice.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possiblewill use its best efforts to within 90 days after the date hereof: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the each Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the each Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the such Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the each Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the such Purchaser may reasonably request, ; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the each Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the each Purchaser and any attorney, accountant or other agent retained by the such Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the such Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any the Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement SEC a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, securities and use its best efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect theretoperiod of the distribution contemplated thereby (determined as herein provided), and promptly provide to the Purchaser copies of all filings and Commission SEC letters of comment relating theretocomment; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with keep such registration statement effective until the provisions earlier date of when: (i) all Registrable Securities have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act with respect and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the disposition of all Registrable Securities covered by Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Registration Statement Company's transfer agent and to keep such Registration Statement effective until the expiration of affected Holders (the "Effectiveness Period"); (c) furnish to the Purchaser such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities securities covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement such registration statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably requestrequests, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly publicly-available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly publicly-available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If (a) The Company shall: (i) furnish to the Shareholders, without charge, at least one signed copy of the Registration Statement and whenever any post-effective amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including those incorporated by reference); (ii) deliver to the Shareholders, without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as they may reasonably request, but only while the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (biii) prepare and file prior to any public offering of Registrable Securities, register or qualify or cooperate with the Commission such amendments Shareholders and supplements to the Registration Statement and the Prospectus used their respective counsel in connection therewith as may be necessary to comply with the provisions registration or qualification of the Securities Act with respect to the disposition of all Registrable Securities covered by for offer and sale under the Registration Statement and to keep such Registration Statement effective until the expiration securities laws of the Effectiveness Period; various states (cthe "Blue Sky Laws") furnish and do any and all other acts or things reasonably necessary or advisable to effect the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale registration or disposition qualification of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify Statement in the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, various states; provided, however, that in no event shall the Company shall not for any such purpose be required obligated to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not so now qualified or to consent take any action which would subject it to general taxation or service of process in suits other than those arising out of the offer or sale of the securities covered by such Registration Statement in any such jurisdictionjurisdictions where it is not now so subject; (eiv) list cooperate with the Shareholders to prepare and deliver timely certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and issue the Registrable Securities covered by in the Registration Statement with denominations and register them in the names the Shareholders may request at least two (2) business days prior to any securities exchange on which the Common Stock sale of the Company is then listedRegistrable Securities; (fv) immediately notify the Purchaser at any time when use its best efforts to cause a Prospectus relating thereto is required Notification Form for Listing of Additional Shares to be delivered under filed with The Nasdaq Stock Market with respect to the Registrable Securities Act, of being registered or to cause similar required forms to be filed with the happening of any event of market on which similar securities issued by the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as are then in effect, includes an untrue statement of a material fact listed 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 existingtraded; and (gvi) make available for inspection by to the Purchaser Shareholders and any attorney, attorney or accountant or other agent retained by the Purchaser, Shareholders for inspection all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly availableinformation that the participating Shareholders, non-the Shareholders' representatives, attorneys or accountants may reasonably request in connection with the registration; provided, that such Persons shall keep confidential any records, information reasonably requested by or documents that the attorney, accountant Company designates as confidential unless a court or agent administrative agency requires the disclosure of the Purchaserrecords, information or documents. (b) Each of the Shareholders agrees to furnish the Company with any information regarding the Shareholders and the distribution of the Registrable Securities as the Company may from time to time reasonably request. (c) The Shareholders agree that, upon receipt of any notice from the Company of the happening of any of the following: (i) the SEC's issuance of any stop order denying or suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose, (ii) the Company's receipt of any stop order denying registration or suspending the qualification of the Registrable Securities for sale or the initiation or threatening of any proceeding for such purpose, or (iii) the happening of any event which makes any statement made in the Registration Statement, the Prospectus or any document incorporated by reference therein untrue or which requires any change in the Registration Statement, the Prospectus or any document incorporated by reference therein to make the statements not include an untrue statement of material fact or not omit any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, the Shareholders shall discontinue the disposition of Registrable Securities until the Shareholders receive a supplemented or amended Prospectus from the Company or until the Company advises the Shareholders in writing that the participating Shareholders may resume the use of the Prospectus, and have received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus. If the Company so directs, the Shareholders will deliver to the Company all copies, other than permanent file copies then in the Shareholders' possession, of the Prospectus covering the Registrable Securities at the time the Shareholders received the notice.

Registration Procedures. If and whenever the Company REIT is required by the provisions hereof of this Agreement to effect the registration of any of the Registrable Securities Shares under the Securities Act, the Company willREIT shall, as expeditiously as possibleat its expense: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its best efforts to cause that Registration Statement to become effective; (b) use commercially reasonable efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (bc) subject to the provision of Section 2, promptly prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by keep the Registration Statement and to keep such Registration Statement effective until for the expiration period of time required by the Effectiveness PeriodCommission; (cd) promptly furnish to the Purchaser each Participating Holder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser Participating Holders may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered Shares owned by such Participating Holders and included in the Registration Statement;; and (de) promptly use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Registration Statement under the securities or "blue sky" Blue Sky laws of such jurisdictions states within the United States as the Purchaser may Participating Holders shall reasonably request, ; provided, however, that the Company REIT shall not for any such purpose be required to in connection with this subsection 3(e) to: (i) qualify generally to transact business as a foreign corporation in any jurisdiction where where, but for the requirements of this subsection 3(e), it is would not be obligated to be so qualified or to qualified; (ii) execute a general consent to general service of process in any jurisdiction; (iii) subject itself to taxation in any such jurisdiction; ; or (eiv) list register in any state requiring, as a condition to registration, escrow or surrender of any REIT securities held by any security holder other than the Registrable Securities covered by Participating Holders. If the Registration Statement REIT has delivered a preliminary or final prospectus to a Participating Holder and, after having done so, the prospectus is amended to comply with any securities exchange on which the Common Stock requirements of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, the REIT shall promptly notify such Participating Holder and, if requested, such Participating Holder shall immediately cease making offers of Registrable Shares and return all prospectuses to the REIT. The REIT shall promptly provide Participating Holders with revised prospectuses and, following receipt of the happening revised prospectuses, Participating Holders shall be free to resume making offers of the Registrable Shares. Notwithstanding any event other provisions of this Agreement to the contrary, upon receipt by a Participating Holder of a written notice signed by the Chief Executive Officer, General Counsel or Chief Financial Officer of the REIT, to the effect set forth below, the REIT shall not be obligated during a reasonable period of time thereafter to effect any registrations pursuant to this Agreement, and each such Participating Holder agrees that it will immediately suspend sales of Shares under any effective Registration Statement for a reasonable period of time, in either case not to exceed 90 days, at any time during which, in the REIT's reasonable judgment, (i) there is a development involving the REIT or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant to the Registration Statement would materially and adversely affect an underwritten public offering for the account of the REIT or any other material financing project or where a proposed or pending material merger or other material acquisition or material business combination or material disposition of the REIT's assets, to which the Company has knowledge as REIT or any of its affiliates is, or is expected to be, a result of party. In the event a registration is postponed or sales by a Participating Holder pursuant to an effective Registration Statement are suspended in accordance with this paragraph, there shall be added to the period during which the Prospectus contained in such REIT is obligated to keep a Registration Statement, as then in effect, includes an untrue statement Statement effective the number of a material fact days for which the Registration Statement was postponed 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 (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasersales were suspended.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Section 2 to effect the registration of any Registrable Securities under the Securities 1933 Act, the Company will, as expeditiously as possible: (a) subject to the timelines provided in this Agreement, prepare and file with the Commission the Registration Statement with the SEC, with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its reasonable best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period period of the distribution contemplated thereby (determined as herein provided), respond as promptly as commercially practicable to any comments received from the SEC with respect theretoto a Registration Statement or any amendment thereto and file any pre-effective amendments with respect to a Registration Statement as promptly as reasonable possible, and promptly provide to the Purchaser Investors copies of all filings and Commission SEC letters of comment relating thereto(provided that the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any subsidiary) and notify the Investors (by telecopier or by e-mail addresses provided by the Investors) on or before the second business day thereafter that the Company receives notice that (i) the SEC has no comments or no further comments on the registration statement, and (ii) the registration statement has been declared effective; (b) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until and prepare and file with the expiration of the Effectiveness PeriodSEC such additional Registration Statements as may be required hereunder and to keep each additional Registration Statement effective; (c) furnish to the Purchaser Investors such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such Investors reasonably may request in order to facilitate the public sale or their disposition of the Registrable Securities securities covered by the such Registration StatementStatement or make them electronically available; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" “Blue Sky” laws of such jurisdictions within the United States as the Purchaser may reasonably requestInvestors shall request in writing, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) if applicable, list the Registrable Securities covered by the such Registration Statement with any securities the principal market or exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when Investors of the Company’s becoming aware that a Prospectus prospectus relating thereto is required to be delivered under the Securities 1933 Act, of the happening of any event or passage of time of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; andexisting or the financial statements included therein ineligible for inclusion or which becomes subject to a SEC, state or other governmental order suspending the effectiveness of the Registration Statement covering any of the Registrable Securities. Each Investor hereby covenants that it will not sell any Registrable Securities pursuant to such prospectus during the period commencing at the time at which the Company gives such Investor notice of the suspension of the use of such prospectus in accordance with this Section 3(f) and ending at the time the Company gives such Investor notice that such Investor may thereafter effect sales pursuant to the prospectus, or until the Company delivers to such Investor or files with the SEC an amended or supplemented prospectus. (g) make available for inspection The Company shall cooperate with any broker-dealer through which an Investor proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Companysuch Investor, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested Company shall pay the filing fee required by the attorney, accountant or agent such filing within two (2) business days of the Purchaserrequest therefor.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best commercially reasonable efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any national securities exchange or the National or SmallCap Market of The Nasdaq Stock Market, Inc. or the NASD OTC Bulletin Board or the National Quotation Bureau’s Pink Sheets on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. (a) If and whenever the Company is required by the provisions hereof of Section 2 to effect the registration of any Registrable Securities under the Securities 1933 Act, the Company will, as expeditiously as possible: (ai) subject to the timelines provided in this Agreement, prepare and file with the Commission the Registration Statement with the SEC, with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its reasonable best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period period of the distribution contemplated thereby (determined as herein provided), respond as promptly as commercially practicable to any comments received from the SEC with respect theretoto a Registration Statement or any amendment thereto and file any pre-effective amendments with respect to a Registration Statement as promptly as reasonable possible, and promptly provide to the Purchaser Investor copies of all filings and Commission SEC letters of comment relating thereto(provided that the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any subsidiary) and notify the Investor (by telecopier or by e-mail address provided by the Investor) on or before the second business day thereafter that the Company receives notice that (i) the SEC has no comments or no further comments on the registration statement, and (ii) the registration statement has been declared effective; (bii) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until and prepare and file with the expiration of the Effectiveness PeriodSEC such additional Registration Statements as may be required hereunder and to keep each additional Registration Statement effective; (ciii) furnish to the Purchaser Investor such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser Investor reasonably may request in order to facilitate the public sale or their disposition of the Registrable Securities securities covered by the such Registration StatementStatement or make them electronically available; (div) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" “Blue Sky” laws of such jurisdictions within the United States as the Purchaser may reasonably requestInvestor shall request in writing, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (ev) if applicable, list the Registrable Securities covered by the such Registration Statement with any securities the principal market or exchange on which the Common Stock of the Company is then listed; (fvi) immediately promptly notify the Purchaser at any time when Investor of the Company’s becoming aware that a Prospectus prospectus relating thereto is required to be delivered under the Securities 1933 Act, of the happening of any event or passage of time of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingexisting or the financial statements included therein ineligible for inclusion or which becomes subject to a SEC, state or other governmental order suspending the effectiveness of the Registration Statement covering any of the Registrable Securities; and (gvii) make available for inspection by cooperate with any broker-dealer through which the Purchaser and any attorneyInvestor proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably as requested by the attorneyInvestor, accountant or agent and the Company shall pay the filing fee required by such filing within two (2) business days of request therefor (b) The Investor hereby covenants that it will not sell any Registrable Securities pursuant to such prospectus during the period commencing at the time at which the Company gives the Investor notice of the Purchasersuspension of the use of such prospectus in accordance with this Section 3(b) and ending at the time the Company gives the Investor notice that the Investor may thereafter effect sales pursuant to the prospectus, or until the Company delivers to the Investor or files with the SEC an amended or supplemented prospectus.

Registration Procedures. (a) If and whenever the Company is required by the provisions hereof of Section 2 to effect the registration of any Registrable Securities under the Securities 1933 Act, the Company will, as expeditiously as possible: (ai) subject to the timelines provided in this Agreement, prepare and file with the Commission the Registration Statement with the SEC, with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its reasonable best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period period of the distribution contemplated thereby (determined as herein provided), respond as promptly as commercially practicable to any comments received from the SEC with respect theretoto a Registration Statement or any amendment thereto and file any pre-effective amendments with respect to a Registration Statement as promptly as reasonable possible, and promptly provide to the Purchaser Investor copies of all filings and Commission SEC letters of comment relating thereto(provided that the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any subsidiary) and notify the Investor (by telecopier or by e-mail address provided by the Investor) on or before the second business day thereafter that the Company receives notice that (i) the SEC has no comments or no further comments on the registration statement, and (ii) the registration statement has been declared effective; (bii) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until and prepare and file with the expiration of the Effectiveness PeriodSEC such additional Registration Statements as may be required hereunder and to keep each additional Registration Statement effective; (ciii) furnish to the Purchaser Investor such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser Investor reasonably may request in order to facilitate the public sale or their disposition of the Registrable Securities securities covered by the such Registration StatementStatement or make them electronically available; (div) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" “Blue Sky” laws of such jurisdictions within the United States as the Purchaser may Investor shall reasonably requestrequest in writing, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (ev) if applicable, list the Registrable Securities covered by the such Registration Statement with any securities the principal market or exchange on which the Common Stock of the Company is then listed; (fvi) immediately promptly notify the Purchaser at any time when Investor of the Company’s becoming aware that a Prospectus prospectus relating thereto is required to be delivered under the Securities 1933 Act, of the happening of any event or passage of time of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingexisting or the financial statements included therein ineligible for inclusion or which becomes subject to a SEC, state or other governmental order suspending the effectiveness of the Registration Statement covering any of the Registrable Securities; and (gvii) make available for inspection by reasonably cooperate with any broker-dealer through which the Purchaser and any attorneyInvestor proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably as requested by the attorney, accountant or agent Investor. (b) The Investor hereby covenants that it will not sell any Registrable Securities pursuant to such prospectus during the period commencing at the time at which the Company gives the Investor notice of the Purchasersuspension of the use of such prospectus in accordance with this Section 3(b) and ending at the time the Company gives the Investor notice that the Investor may thereafter effect sales pursuant to the prospectus, or until the Company delivers to the Investor or files with the SEC an amended or supplemented prospectus.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable commercial efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable commercial efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof Subsection 7.2 or 7.3 of this Warrant to use its best-efforts to effect the registration of any of the Registrable Securities Shares under the Securities 1933 Act, the Company will, as expeditiously as possibleshall: (a) prepare and file File with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) As expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by keep the Registration Statement and effective for a period sufficient to keep such Registration Statement effective until effect the expiration sale of the Effectiveness PeriodRegistrable Securities, but in any event not more than ninety days from the effective date; (c) As expeditiously as possible furnish to the Purchaser each selling Stockholder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered Shares owned by the Registration Statementselling Stockholder; (d) As expeditiously as possible use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Registration Statement under the securities or "blue sky" Blue Sky laws of such states or jurisdictions within the United States as the Purchaser managing underwriter deems appropriate, and do any and all other acts and things that may reasonably request, be necessary or desirable to enable the selling Stockholder to consummate the public sale or other disposition in such jurisdictions of the Registrable Shares owned by the selling Stockholder; provided, however, that the Company shall not for any such purpose be required in connection with this Subsection 7.5 to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to execute a general consent to general service of process in any such jurisdiction;; and (e) list Enter into an underwriting agreement with the underwriters designated pursuant to Subsection 7.8 hereof containing customary terms including representations, covenants, indemnification, and contribution provisions. If the Company has delivered preliminary or final prospectuses to a selling Stockholder and, after having done so, the prospectus must be amended to comply with the requirements of the 1933 Act, the Company shall promptly notify the selling Stockholder and, by accepting this Warrant, the Holder agrees to cease making offers of Registrable Shares immediately upon such request and to return all prospectuses to the Company. The Company shall promptly provide the selling Stockholder with revised prospectuses and, following receipt of the revised prospectuses the selling Stockholder shall be free to resume making offers of the Registrable Securities covered by Shares. By accepting this Warrant, the Holder and/or its assigns agree not to participate in a registration unless such Stockholder (a) completes and executes all questionnaires, indemnities, underwriting agreements, and other documents required under the terms of any underwriting arrangement relating to such registration or under any applicable rules and regulations of the Commission and (b) provides to the Company in writing such information as the Company may reasonably require from such Stockholder (i) for inclusion in the Registration Statement with any securities exchange on which relating to such registration, (ii) describing the Common Stock manner and circumstances of the Company is then listed; proposed sale or transfer of Registrable Shares by such Holder, and (fiii) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which enable the Company has knowledge as a result of which the Prospectus contained to determine if an exemption provided for in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause this Warrant from the Company's officers, directors and employees obligation to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserfile a Registration Statement may be applicable.

Registration Procedures. If and whenever the Company is required by the provisions hereof of this Agreement to use its reasonable best efforts to effect the registration of any of the Registrable Securities Shares under the Securities Act, the Company will, as expeditiously as possibleshall: (a) prepare and promptly file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its reasonable best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with keep the provisions Registration Statement effective, in the case of a firm commitment underwritten public offering, until each underwriter has completed the distribution of all securities purchased by it and, in the case of any other offering, until the earlier of the Securities Act with respect to the disposition sale of all Registrable Securities Shares covered by thereby or 120 days after the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Perioddate thereof; (c) as expeditiously as possible furnish to the Purchaser each selling Investor Stockholder such number reasonable numbers of copies of the Registration Statement prospectus and the Prospectus included therein (Registration Statement, including each a preliminary Prospectus) prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Purchaser selling Investor Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered Shares owned by the Registration Statementselling Investor Stockholder; (d) as expeditiously as possible use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Registration Statement under the securities or "blue sky" Blue Sky laws of such jurisdictions within the United States states as the Purchaser may selling Investor Stockholders shall reasonably request, and do any and all other acts and things that may be necessary or desirable to enable the selling Investor Stockholders to consummate the public sale or other disposition in such states of the Registrable Shares owned by the selling Investor Stockholders; provided, however, that the Company shall not for any such purpose be required in connection with this paragraph (d) to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to execute a general consent to general service of process in any such jurisdiction;; and (e) list furnish to each prospective selling Investor Stockholder (i) a signed counterpart of an opinion of counsel for the Registrable Securities covered Company delivered to the underwriters, dated the effective date of the Registration Statement, and (ii) a “comfort” letter delivered to the underwriters and signed by the Registration Statement with any securities exchange on which the Common Stock independent auditors of the Company who have certified the Company’s financial statements included in the Registration Statement, covering substantially the same matter with respect to events subsequent to the date of the financial statements, as are customarily covered (at the time of such registration) in opinions of issuer’s counsel and in “comfort” letters delivered to the underwriters in underwritten public offerings of securities. If the Company has delivered preliminary or final prospectuses to the selling Investor Stockholders and after having done so the prospectus is then listed; (f) immediately notify amended to comply with the Purchaser at any time when a Prospectus relating thereto is required to be delivered under requirements of the Securities Act, the Company shall promptly notify the selling Investor Stockholders and, if requested, the selling Investor Stockholders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Company. The Company shall promptly provide the selling Investor Stockholders with revised prospectuses and, following receipt of the happening of any event of which revised prospectuses, the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits selling Investor Stockholders shall be free to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light resume making offers of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserRegistrable Shares.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: : (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; ; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; Period applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; ; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; ; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; ; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. 4.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof of this Agreement to use all commercially reasonable efforts to effect the registration of any of the Registrable Securities Shares under the Securities Act, the Company will, as expeditiously as possibleshall: (a) prepare and file with the Commission the SEC a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its best all commercially reasonable efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, earlier of one hundred and promptly provide to twenty (120) days or until the Purchaser copies completion of all filings and Commission letters of comment relating theretothe distribution; (b) as expeditiously as possible prepare and file with the Commission such SEC any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with keep the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration earlier of the Effectiveness Periodsale of all Registrable Shares covered thereby or ninety (90) days after the effective date thereof; (c) as expeditiously as possible furnish to the Purchaser each selling Holder such reasonable number of copies of the Registration Statement Statement, each amendment and supplement thereto, prospectus, including a preliminary prospectus, in conformity with the Prospectus included therein (including each preliminary Prospectus) requirements of the Securities Act, and such other documents as the Purchaser selling Holders may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered Shares owned by the Registration Statementselling Holders; (d) as expeditiously as possible use its all commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Registration Statement under the applicable securities or "blue sky" Blue Sky laws of such jurisdictions within the United States states as the Purchaser may selling Holders shall reasonably request, and do any and all other acts and things that may be necessary or desirable to enable the selling Holders to consummate the public sale or other disposition in such states of the Registrable Shares owned by the selling Holders provided, however, that the Company shall not for any such purpose be required in connection with this Section 4(d) to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to execute a general consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser each selling Holders at any time when a Prospectus relating Registration Statement related thereto is required to be delivered becomes effective under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which which, or in the Prospectus contained event the Company becomes aware that, the prospectus included in such Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading misleading, and, at the request of any such selling Holders, 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 any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (f) cause all such Registrable Shares to be listed on the NASDAQ or such other stock exchange on which the Ordinary Shares are then listed; (g) if required by the underwriters, in light the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in customary form with the circumstances then existingmanaging underwriter(s) of such offering. Each Holder participating in such underwritten offering shall also enter into and perform its obligations under such an agreement; and (gh) make available in the event of any underwritten offering, furnish, at the request of the managing underwriter(s), on the date that such Registrable Shares are delivered to the underwriters for inspection by sale: (i) an opinion, dated as of such date, from the Purchaser counsel representing the Company for the purpose of such registration, in such form and any attorneysubstance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to the managing underwriter(s), accountant or other agent retained by addressed to the Purchaserunderwriters; and (ii) a letter dated as of such date, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties from the independent certified public accountants of the Company, in such form and cause substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to the managing underwriter(s), addressed to the underwriters. If the Company has delivered preliminary or final prospectuses to the selling Holders and after having done so the prospectus is amended to comply with the requirements of the Securities Act or because the prospectus contains a material misstatement or omission, the Company shall promptly notify the selling Holders and, if requested, the selling Holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Company's officers. The Company shall promptly provide the selling Holders with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the selling Holders shall be free to resume making offers of the Registrable Shares.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretothereto (the Company shall provide true and complete copies thereof and all written responses thereto to the Purchaser , but shall only be required to provide information which the Company believes would constitute material and non-public information if the Purchaser is bound by the existing Confidentially and Non-Disclosure Agreement dated June 28, 2005 between the Purchaser and the Company or such other similar agreement under which the Purchaser agrees to keep such information confidential); (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by holders of Registrable Securities request that any Registrable Securities be registered pursuant to the provisions hereof of this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the Securities Actintended method of disposition thereof, and pursuant thereto the Company will, shall as expeditiously soon as possiblereasonably practicable: (a) subject to Section 2(a) and Section 3(a), prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) prepare and file with the Commission such amendments, post-effective amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period of not less than 180 days, or if earlier, until all of such Registrable Securities have been disposed of and to comply with the provisions of the Securities Act with respect to the disposition of all such Registrable Securities covered by in accordance with the Registration Statement and to keep intended methods of disposition set forth in such Registration Statement effective until the expiration of the Effectiveness PeriodStatement; (c) within a reasonable time before filing such Registration Statement, Prospectus or amendments or supplements thereto, furnish to one counsel selected by holders of a majority of such Registrable Securities copies of such documents proposed to be filed, which documents shall be subject to the Purchaser review and comment of such counsel; (d) notify each selling holder of Registrable Securities, promptly after the Company receives notice thereof, 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; (e) furnish to each selling holder of Registrable Securities such number of copies of the Prospectus included in such Registration Statement and the Prospectus included therein (including each preliminary Prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as the Purchaser such seller may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration Statementsuch seller; (df) use its commercially reasonable efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the such other securities or "“blue sky" ” laws of such jurisdictions within as any selling holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such holders to consummate the United States as disposition in such jurisdictions of the Purchaser may reasonably request, Registrable Securities owned by such holders; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified do business, subject itself to general taxation or to consent to general service of process in any such jurisdictionjurisdiction where it would not otherwise be required to do so but for this Section 5(f); (eg) list the notify each selling holder of such Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Securities, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained included in such Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading misleading, and, at the request of any such holder, the Company shall prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (h) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration; (i) use its commercially reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed, on a national securities exchange selected by the holders of a majority of such Registrable Securities; (j) in light connection with an underwritten offering, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as the holders of such Registrable Securities or the managing underwriter of such offering reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making appropriate officers of the circumstances then existingCompany available to participate in “road show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities); and (gk) make available for inspection furnish to each selling holder of Registrable Securities and each underwriter, if any, with (i) a legal opinion of the Company’s outside counsel, dated the effective date of such Registration Statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), in form and substance as is customarily given in opinions of the Company’s counsel to underwriters in underwritten public offerings; and (ii) a “comfort” letter signed by the Purchaser Company’s independent certified public accountants in form and substance as is customarily given in accountants’ letters to underwriters in underwritten public offerings; (l) without limiting Section 5(f) above, use its commercially reasonable efforts to cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the holders of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof; (m) notify the holders of Registrable Securities promptly of any attorney, accountant or other agent retained request by the PurchaserCommission for the amending or supplementing of such Registration Statement or Prospectus or for additional information; (n) advise the holders of Registrable Securities, all publicly availablepromptly after it shall receive notice or obtain knowledge thereof, non-confidential financial of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and other recordspromptly 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; (o) permit any holder of Registrable Securities which holder, pertinent corporate documents in its sole and properties exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such Registration Statement and cause to require the Company's officersinsertion therein of language, directors furnished to the Company in writing, which in the reasonable judgment of such holder and employees its counsel should be included; (p) otherwise use its commercially reasonable efforts to supply take all publicly available, non-confidential information reasonably requested by other steps necessary to effect the attorney, accountant or agent registration of the Purchasersuch Registrable Securities contemplated hereby.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Section 3.1, 3.2 or 3.3 to use reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission a registration statement (which, in the Registration Statement case of an underwritten public offering pursuant to Section 3.1, shall be on Form S-1 or other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, securities and use its reasonable best efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect theretoperiod of the distribution contemplated thereby (determined as hereinafter provided); provided, however, that the Company’s obligation to file a registration statement, or cause such registration statement to become and promptly provide remain effective, shall be suspended for a period not to exceed 90 days in any 12-month period if in the reasonable good faith judgment of the Company’s Board of Directors it would be seriously detrimental to the Purchaser copies of all filings and Commission letters of comment relating theretoCompany to effect a registration at such time; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the Prospectus used in connection therewith related prospectus as may be necessary to keep such registration statement effective for the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement in accordance with the Registration Statement and to keep sellers’ intended method of disposition set forth in such Registration Statement effective until the expiration of the Effectiveness Periodregistration statement for such period; (c) furnish to the Purchaser each seller of Registrable Securities and to each underwriter such number of copies of the Registration Statement registration statement and the Prospectus included therein prospectus forming a part thereof (including each preliminary Prospectusprospectus) as the Purchaser such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement such registration statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may sellers of Registrable Securities or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, ; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement such registration statement with any securities exchange (or quotation system) on which the Common Stock of the Company is then listedlisted (or qualified for inclusion); (f) immediately (i) notify the Purchaser each seller of Registrable Securities and each underwriter under such registration statement, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in prospectus forming a part of such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and (ii) use commercially reasonable efforts to amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (g) notify each seller of Registrable Securities, promptly after it shall receive notice thereof, of the time when a registration statement covering such Registrable Securities has become effective or a prospectus forming a part of the registration statement or supplement thereto has been filed; (h) if the offering is underwritten and at the request of any seller of Registrable Securities, use reasonable best efforts to furnish on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, in form and substance as is customarily given in an underwritten public offering; and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, in form and substance as is customarily given in an underwritten public offering; and (gi) make available for inspection by the Purchaser each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, attorney or accountant or other agent retained by the Purchasersuch seller or underwriter, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any such seller, underwriter, attorney or accountant in connection with such registration statement. (j) For purposes of Section 3.4(a) and 3.4(b), the attorneyperiod of distribution of Registrable Securities in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, accountant or agent and the period of distribution of Registrable Securities in any other registration shall be deemed to extend until the earlier of the Purchasersale of all Registrable Securities covered thereby and 120 days after the effective date thereof. (k) It shall be a condition precedent to the obligations of the Company to take any action in connection with each registration pursuant to Sections 3.1, 3.2 or 3.3 hereof, that the sellers of Registrable Securities furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. (l) In connection with each registration pursuant to Sections 3.1, 3.2 or 3.3 covering an underwritten public offering, the Company shall not be required to include any Registrable Securities in such underwriting unless the holders of such Registrable Securities accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), provided that, such terms shall not provide for indemnification or contribution obligations on the part of the holders of the Registrable Securities materially greater than the obligations of such holders pursuant to Section 3.6(b) hereof.

Registration Procedures. (a) If and whenever the Company is required by the provisions hereof of Section 2 to effect the registration of any Registrable Securities under the Securities 1933 Act, the Company will, as expeditiously as possible: (ai) subject to the timelines provided in this Agreement, prepare and file with the Commission the Registration Statement with the SEC, with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its reasonable best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period period of the distribution contemplated thereby (determined as herein provided), respond as promptly as commercially practicable to any comments received from the SEC with respect theretoto a Registration Statement or any amendment thereto and file any pre-effective amendments with respect to a Registration Statement as promptly as reasonable possible, and promptly provide to the Purchaser Investor copies of all filings and Commission SEC letters of comment relating thereto(provided that the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any subsidiary) and notify the Investor (by telecopier or by e-mail address provided by the Investor) on or before the second business day thereafter that the Company receives notice that (i) the SEC has no comments or no further comments on the registration statement, and (ii) the registration statement has been declared effective; (bii) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until and prepare and file with the expiration of the Effectiveness PeriodSEC such additional Registration Statements as may be required hereunder and to keep each additional Registration Statement effective; (ciii) furnish to the Purchaser Investor such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser Investor reasonably may request in order to facilitate the public sale or their disposition of the Registrable Securities securities covered by the such Registration StatementStatement or make them electronically available; (div) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue skyBlue Sky" laws of such jurisdictions within the United States as the Purchaser may reasonably requestInvestor shall request in writing, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (ev) if applicable, list the Registrable Securities covered by the such Registration Statement with any securities the principal market or exchange on which the Common Stock of the Company is then listed; (fvi) immediately promptly notify the Purchaser at any time when Investor of the Company's becoming aware that a Prospectus prospectus relating thereto is required to be delivered under the Securities 1933 Act, of the happening of any event or passage of time of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingexisting or the financial statements included therein ineligible for inclusion or which becomes subject to a SEC, state or other governmental order suspending the effectiveness of the Registration Statement covering any of the Registrable Securities; and (gvii) make available for inspection by cooperate with any broker-dealer through which the Purchaser and any attorneyInvestor proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably as requested by the attorneyInvestor, accountant or agent and the Company shall pay the filing fee required by such filing within two (2) business days of request therefor (b) The Investor hereby covenants that it will not sell any Registrable Securities pursuant to such prospectus during the period commencing at the time at which the Company gives the Investor notice of the Purchasersuspension of the use of such prospectus in accordance with this Section 3(b) and ending at the time the Company gives the Investor notice that the Investor may thereafter effect sales pursuant to the prospectus, or until the Company delivers to the Investor or files with the SEC an amended or supplemented prospectus.

Registration Procedures. If and whenever (a) Whenever the Company is required by the provisions hereof to effect the registration of Shareholder requests that any Registrable Securities under the Securities ActCommon Shares be registered pursuant to this Agreement, the Company willshall use reasonable best efforts to effect, as expeditiously soon as possiblepractical as provided herein, the registration and the sale of such Registrable Common Shares in accordance with the intended methods of disposition thereof, and, pursuant thereto, the Company shall, as soon as practical as provided herein: (ai) subject to the other provisions of this Agreement, use reasonable best efforts to prepare and file with the Commission the SEC a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Common Shares and use its best efforts to cause the such Registration Statement to become effective (unless it is automatically effective upon filing); and remain effective for the Effectiveness Period with respect before filing a Registration Statement or Prospectus or any amendments or supplements thereto, and promptly provide furnish to the Purchaser Shareholder and the underwriters or other distributors, if any, identified by the Shareholder copies of all filings such documents proposed to be filed, including documents incorporated by reference in the Prospectus and, if requested by the Shareholder, one set of the exhibits incorporated by reference, and Commission letters of the Shareholder and a single counsel selected by the Shareholder (“Shareholder’s Counsel”) shall have a reasonable opportunity to review and comment relating on the Registration Statement and each such Prospectus (and each amendment or supplement thereto) before it is filed with the SEC, and the Shareholder shall have the opportunity to object to any information pertaining to the Shareholder that is contained therein and the Company will make the corrections reasonably requested by the Shareholder with respect to such information prior to filing any Registration Statement or Prospectus or any amendment or supplement thereto; (bii) use reasonable best efforts to prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions applicable requirements of the Securities Act and to keep such Registration Statement effective for the relevant period required hereunder, but no longer than is necessary to complete the distribution of the Common Shares covered by such Registration Statement, and to comply with the applicable requirements of the Securities Act with respect to the disposition of all Registrable Securities the Common Shares covered by the Registration Statement and to keep such Registration Statement effective until during such period in accordance with the expiration intended methods of the Effectiveness Perioddisposition set forth in such Registration Statement; (ciii) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Common Shares for sale in any jurisdiction in the United States; (iv) furnish to the Purchaser Shareholder and each managing underwriter, if any, without charge, conformed copies of each Registration Statement and amendment thereto and copies of each supplement thereto promptly after they are filed with the SEC (but only one set of exhibits thereto need be provided); and deliver, without charge, such number of copies of the Registration Statement preliminary and the final Prospectus included therein (including each preliminary Prospectus) and any supplement thereto as the Purchaser Shareholder may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities Common Shares of the Shareholder covered by such Registration Statement in conformity with the Registration Statementrequirements of the Securities Act; (dv) use its commercially reasonable best efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement Common Shares under the such other securities or "blue sky" sky laws of such U.S. jurisdictions within the United States as the Purchaser Shareholder reasonably requests and continue such registration or qualification in effect in such jurisdictions for as long as the applicable Registration Statement may reasonably request, provided, however, be required to be kept effective under this Agreement (provided that the Company shall will not for any such purpose be required to (I) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this subparagraph (v), (II) subject itself to taxation in any such jurisdiction or to (III) consent to general service of process in any such jurisdiction); (evi) list notify the Shareholder and each distributor of such Registrable Securities covered Common Shares identified by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Shareholder, at any time when a Prospectus relating thereto is required under the Securities Act to be delivered under the Securities Actby such distributor, of the happening occurrence of any event of which the Company has knowledge as a result of which the Prospectus contained included in such Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits a material fact necessary to make the statements therein not misleading, and, at the request of the Shareholder, the Company shall use reasonable best efforts to prepare, as soon as practical, a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Common Shares, such Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (vii) in the case of an underwritten offering in which the Shareholder participates pursuant to a Demand Registration, Piggyback Registration or an S-3 or F-3 Registration, enter into an underwriting agreement containing such provisions (including provisions for indemnification, lockups, opinions of counsel and comfort letters) as are customary and reasonable for an offering of such kind, and take all such other customary and reasonable actions as the managing underwriters of such offering may request in order to facilitate the disposition of such Registrable Common Shares (including, making members of senior management of the Company available to participate in “road-show” and other customary marketing activities); (viii) in the case of an underwritten offering in which the Shareholder participates pursuant to a Demand Registration, Piggyback Registration or an S-3 or F-3 Registration, and to the extent not prohibited by applicable law or pre-existing applicable contractual restrictions, (A) make reasonably available, for inspection by the Shareholder, Shareholder’s Counsel, the managing underwriters of such offering and one attorney (and one accountant) for such managing underwriter, pertinent corporate documents and financial and other records of the Company and its subsidiaries and controlled Affiliates, (B) cause the Company’s officers and employees to supply information reasonably requested by the Shareholder or such managing underwriters or attorney in connection with such offering and (C) make the Company’s independent accountants available for any such managing underwriters’ due diligence; provided, however, that such records and other information shall be subject to such confidential treatment as is customary for underwriters’ due diligence reviews; (ix) use reasonable best efforts to cause all such Registrable Common Shares to be listed on each securities exchange on which securities of the same class issued by the Company are then listed; (x) provide a transfer agent and registrar for all such Registrable Common Shares not later than the effective date of such Registration Statement and, a reasonable time before any proposed sale of Registrable Common Shares pursuant to a Registration Statement, provide the transfer agent with printed certificates for the Registrable Common Shares to be sold, subject to the provisions of Section 11; (xi) make generally available to its shareholders a consolidated earnings statement (which need not be audited) for a period of 12 months beginning after the effective date of the Registration Statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy the requirements of an earning statement under Section 11(a) of the Securities Act and Rule 158 thereunder; and (xii) promptly notify the Shareholder and the managing underwriters of any underwritten offering, if any: (1) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or any post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (2) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding the Shareholder; (3) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement; and (4) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Common Shares for sale under the applicable securities or blue sky laws of any jurisdiction; and keep Shareholder’s Counsel reasonably apprised as to the intention and progress of the Company with respect to any Registration Statement hereunder, including by providing Shareholder’s Counsel with copies of all written correspondence with the SEC in connection with any Registration Statement or Prospectus filed hereunder. For the avoidance of doubt, the provisions of clauses (vii), (viii) and (xi) of this Section 7(a) shall apply only in respect of an underwritten offering and only if (based on market prices at the time the offering is requested by the Shareholder) the number of Registrable Common Shares to be sold in the offering would yield gross proceeds to the Shareholder of at least the Minimum Amount. Notwithstanding any provision of this Agreement, the Company shall not be obligated to prepare for inclusion in any Registration Statement any audited financial statements for any period other than a fiscal year of the Company beginning on or after April 1, 2005 or any unaudited financial statements for any period other than a first, second or third fiscal quarter of any such fiscal year. (b) No Registration Statement (including any amendments thereto) shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading, and no Prospectus (including any supplements thereto) shall 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, in each case, except for any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in reliance on and in conformity with written information furnished to the Company by or on behalf of Man Group or the Shareholder or any underwriter or other distributor specifically for use therein. (c) At all times after the Company has filed a registration statement with the SEC pursuant to the requirements of the Securities Act and until the Termination Date, the Company shall use reasonable best efforts to continuously maintain in effect the registration statement of Common Shares under Section 12 of the Exchange Act and to use reasonable best efforts to file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, all to the extent required to enable the Shareholder to be eligible to sell Registrable Common Shares pursuant to Rule 144 under the Securities Act prior to the Termination Date. (d) The Company may require the Shareholder and each distributor of Registrable Common Shares as to which any registration is being effected to furnish to the Company any other information regarding such Person and the distribution of such securities as the Company may from time to time reasonably request. (e) The Shareholder agrees by having its stock treated as Registrable Common Shares hereunder that, upon being advised in writing by the Company of the occurrence of an event pursuant to Section 7(a)(vi), the Shareholder will immediately discontinue (and direct any other Persons making offers and sales of Registrable Common Shares to immediately discontinue) offers and sales of Registrable Common Shares until it is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 7(a)(vi), and, if so directed by the Company, the Shareholder will deliver to the Company all copies, other than permanent file copies then existing; andin the Shareholder’s possession, of the Prospectus covering such Registrable Common Shares current at the time of receipt of such notice. (f) The Company may prepare and deliver an issuer free-writing prospectus (as such term is defined in Rule 405 under the Securities Act) in lieu of any supplement to a prospectus, and references herein to any “supplement” to a Prospectus shall include any such issuer free-writing prospectus. Neither the Shareholder nor any other seller of Registrable Common Shares may use a free-writing prospectus to offer or sell any such shares without the Company’s prior written consent. (g) make available for inspection by the Purchaser It is understood and agreed that any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties failure of the CompanyCompany to file a registration statement or any amendment or supplement thereto or to cause any such document to become or remain effective or usable within or for any particular period of time as provided in Section 2, and cause 4 or 7 or otherwise in this Agreement, due to reasons that are not reasonably within its control, or due to any refusal of the SEC to permit a registration statement or prospectus to become or remain effective or to be used because of unresolved SEC comments thereon (or on any documents incorporated therein by reference) despite the Company's officers’s good faith and diligent efforts to resolve those comments, directors shall not be a breach of this Agreement. However, neither shall any such failure relieve the Company of its obligations hereunder to use commercially reasonable efforts to remedy such failure. (h) It is further understood and employees agreed that the Company shall not have any obligations under this Section 7 at any time on or after the Termination Date, unless an underwritten offering in which the Shareholder participates has been priced but not completed prior to supply all publicly availablethe Termination Date, non-confidential information reasonably requested by in which event the attorneyCompany’s obligations under this Section 7 shall continue with respect to such offering until such offering is completed or for 15 business days, accountant or agent of the Purchaserwhichever is shorter.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) on reasonable prior notice, make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever Whenever holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company is required by the provisions hereof will use reasonable efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the Securities Actintended method of disposition thereof as quickly as possible, and pursuant thereto the Company will, will as expeditiously as reasonably possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best all reasonable efforts to cause the such Registration Statement to become and remain effective for until the Effectiveness Period with respect completion of the distribution contemplated thereby; provided, that as promptly as practicable before filing a Registration Statement or Prospectus or any amendments or supplements thereto, and promptly provide the Company will (i) furnish to counsel selected by the Purchaser holders of Registrable Securities copies of all filings such documents proposed to be filed and (ii) notify each holder of Registrable Securities covered by such Registration Statement of (x) any request by the Commission letters to amend such Registration Statement or amend or supplement any Prospectus, or (y) any stop order issued or threatened by the Commission, and take all reasonable actions required to prevent the entry of comment relating theretosuch stop order or to promptly remove it if entered; (bi) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement and (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until during such period in accordance with the expiration intended methods of disposition by the Effectiveness Periodsellers thereof set forth in such Registration Statement; (c) furnish to the Purchaser each seller of Registrable Securities, without charge, such number of conformed copies of the such Registration Statement Statement, each amendment and supplement thereto, the Prospectus included therein in such Registration Statement (including each preliminary ProspectusProspectus and, in each case including all exhibits) and such other documents as the Purchaser such seller may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration Statementsuch seller; (d) use its commercially all reasonable efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the such other securities or "blue sky" sky laws of such jurisdictions within in the United States as the Purchaser may any seller thereof shall reasonably request, to keep such registration or qualification in effect for so long as such Registration Statement remains in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall will not for any such purpose be required to (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this clause (d), (ii) subject itself to taxation in any such jurisdiction or to (iii) consent to general service of process in any such jurisdiction; (e) list use all reasonable efforts (if the offering is underwritten) to furnish to each seller of Registrable Securities covered by a signed copy, addressed to such seller (and the underwriters, if any) of an opinion of counsel for the Company or special counsel to the selling stockholders, dated the effective date of such Registration Statement with any securities exchange on which (and, if such Registration Statement includes an underwritten public offering, dated the Common Stock date of the Company is then listedclosing under the underwriting agreement), covering substantially the same matters with respect to such Registration Statement (and the Prospectus included therein) as are customarily covered in opinions of issuer's counsel delivered to the underwriters in underwritten public offerings, and such other legal matters as the seller (or the underwriters, if any) may reasonably request; (f) immediately notify the Purchaser each seller of Registrable Securities, at any a time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which known to the Company has knowledge as a result of which the Prospectus contained included in such Registration Statement, as then in effect, includes contains an untrue statement of a material fact or omits to state any fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, at the request of any such seller, the Company will prepare and furnish such seller a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing; andunder which they were made, not misleading; (g) cause all such Registrable Securities to be listed on each securities exchange and quotation system on which similar securities issued by the Company are then listed and, if such securities are not then listed on a national securities exchange or the Nasdaq Stock Market, cause them to be so listed or qualified; provided, that the Company then meets or is reasonably capable of meeting the eligibility requirements for such an exchange or system and such exchange or system is reasonably satisfactory to the managing underwriters, and to enter into such customary agreements as may be required in furtherance thereof, including, without limitation, listing applications and indemnification agreements in customary form; (h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement; (i) make available for inspection by the Purchaser any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by the Purchaserany such seller or underwriter, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors directors, employees and employees independent accountants to supply all publicly available, non-confidential information reasonably requested by the any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement to enable them to conduct a reasonable investigation within the meaning of the PurchaserSecurities Act; (j) subject to other provisions hereof, use all reasonable efforts to cause such Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities or self-regulatory organizations as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; and (k) promptly notify the holders of the Registrable Securities of the issuance of any stop order by the Commission or the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Securities under state securities or "blue sky" laws, and use every reasonable effort to obtain the lifting at the earliest possible time of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary Prospectus.

Registration Procedures. If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities Shares under the Securities Act, the Company will, as expeditiously as possibleshall: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its best efforts to cause the that Registration Statement to become and remain effective for 120 days from the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of effective date or such lesser period until all filings and Commission letters of comment relating theretosuch Shares are sold; (b) as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by keep the Registration Statement and to keep effective for 120 days from the effective date or such Registration Statement effective lesser period until all the expiration of the Effectiveness PeriodRegistrable Shares are sold; (c) as expeditiously as possible furnish to the Purchaser each selling Stockholder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered Shares owned by the Registration Statementselling Stockholder; (d) as expeditiously as possible use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Registration Statement under the securities or "blue sky" Blue Sky laws of such jurisdictions within the United States states as the Purchaser may selling Stockholders shall reasonably request, providedand do any and all other acts and things that may be necessary or desirable to enable the selling Stockholders to consummate the public sale or other disposition in such states of the Registrable Shares owned by the selling Stockholder; PROVIDED, howeverHOWEVER, that the Company shall not for any such purpose be required in connection with this paragraph (d) to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to execute a general consent to general service of process in any such jurisdiction; (e) list the as expeditiously as possible, cause all such Registrable Securities covered Shares to be listed on each securities exchange or quotation system on which similar securities issued by the Registration Statement with any securities exchange on which the Common Stock of the Company is Corporation are then listed; (f) immediately notify promptly provide a transfer agent and registrar for all such Registrable Shares not later than the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, effective date of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; andregistration statement; (g) promptly make available for inspection by the Purchaser sellers of such Registrable Shares, any managing underwriter participating in any disposition pursuant to such registration statement, and any attorney, attorney or accountant or other agent retained by any such underwriter or selected by the Purchasersellers of Registrable Shares, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, Company and cause the Company's officers, directors directors, employees and employees independent accountants to supply all publicly available, non-confidential information reasonably requested by the any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; (h) as expeditiously as possible, notify each seller of such Registrable Shares, promptly after it shall receive notice thereof, of the Purchasertime when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; and (i) as expeditiously as possible, notify each seller of such Registrable Shares of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information. If the Company has delivered preliminary or final prospectuses to the selling Stockholders and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the selling Stockholders and, if requested, the selling Stockholders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Company. The Company shall promptly provide the selling Stockholders with revised prospectuses and, following receipt of the revised prospectuses, the selling Stockholders shall be free to resume making offers of the Registrable Shares.

Registration Procedures. If and whenever the Company is required by the provisions hereof (a) Subject to effect the registration of any Registrable Securities under the Securities ActSection 6(d), in connection with its obligations in this Agreement, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (bi) prepare and file with the Commission such amendments and supplements to the Shelf Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to keep the Shelf Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Shelf Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodStatement; (cii) furnish to the Purchaser Shareholder (A) as far in advance as reasonably practicable before filing the Shelf Registration Statement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including furnishing or making available exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the SEC), and provide the Shareholder the opportunity to object to any information pertaining to the Shareholder and its plan of distribution that is contained therein and make the corrections reasonably requested by the Shareholder with respect to such information prior to filing the Shelf Registration Statement or supplement or amendment thereto, and (B) such number of copies of the Shelf Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectus) and any supplements and amendments thereto as the Purchaser Shareholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities Shares covered by the such Shelf Registration Statement; (diii) if applicable, use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Shelf Registration Statement under the securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser may Shareholder or, in the case of an Underwritten Offering, the Managing Underwriter, shall reasonably request, provided, however, provided that the Company shall will not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not then required to so qualified qualify or to consent take any action which would subject it to general service of process in any such jurisdictionjurisdiction where it is not then so subject; (eiv) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser Shareholder and each underwriter, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of (A) the filing of the Shelf Registration Statement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Shelf Registration Statement, when the same has become effective; (B) in connection with an Underwritten Offering filed pursuant to Section 4, any written comments from the SEC with respect to any filing referred to in clause (A); and (C) any written request by the SEC for amendments or supplements to the Shelf Registration Statement or any prospectus or prospectus supplement thereto; (v) immediately notify the Shareholder and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (A) the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus or prospectus supplement contained in such the Shelf Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances then existing; (B) the issuance or threat of issuance by the SEC of any stop order suspending the effectiveness of the Shelf Registration Statement, or the initiation of any proceedings for that purpose; or (C) the receipt by the Company of any notification with respect to the suspension of the qualification of any Shares for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, the Company agrees to as promptly as practicable amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, in the light of the circumstances then existing, and to take such other action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto; (vi) in connection with any an Underwritten Offering filed pursuant to Section 4, furnish to the Shareholder copies of any and all transmittal letters or other correspondence with the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of the Shares; (vii) in the case of an Underwritten Offering, furnish upon request and addressed to the underwriters, (A) an opinion of counsel for the Company, dated the effective date of the closing under the underwriting agreement, and (B) a “comfort letter”, dated the effective date of the applicable registration statement or the date of any amendment or supplement thereto and a letter of like kind dated the date of the closing under the underwriting agreement, in each case, signed by the independent public accountants who have certified the Company’s financial statements included or incorporated by reference into the applicable registration statement, and each of the opinion and the “comfort letter” shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and any prospectus supplement included therein) and as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in Underwritten Offerings of securities, and such other matters as such underwriters may reasonably request; (viii) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; (ix) make available to the appropriate representatives of the Managing Underwriter and the Shareholder access to such information and personnel of the Company as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act; provided that the Company need not disclose any information to any such representative or the Shareholder unless and until such representative and/or the Shareholder has entered into a confidentiality agreement with the Company; (x) cause all such Shares registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by the Company are then listed; (xi) use its commercially reasonable efforts to cause the Shares to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Shareholder to consummate the disposition of the Shares; (xii) provide a transfer agent and registrar for all Shares covered by such registration statement not later than the effective date of such registration statement; and (gxiii) make available for inspection by in the Purchaser case of an Underwritten Offering, enter into customary agreements and any attorney, accountant or take such other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information actions as are reasonably requested by the attorneyunderwriters, accountant including participation in “roadshows,” as are reasonably required in order to expedite or agent facilitate in order to expedite or facilitate the disposition of the PurchaserShares. (b) The Shareholder, upon receipt of notice from the Company of the happening of any event of the kind described in Section 6(a)(v), shall forthwith discontinue disposition of the Shares until the Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(a)(v) or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Company, the Shareholder will, or will request the Managing Underwriter or underwriters, if any, to deliver to the Company (at the Company’s expense) all copies in their possession or control, other than permanent file copies then in the Shareholder’s possession, of the prospectus covering the Shares current at the time of receipt of such notice. (c) If at any time, or from time to time, the Company is not eligible to file or register its shares of Common Stock (including the Shares) on a shelf registration statement on Form S-3 (or any successor form), the Company will use its commercially reasonable efforts to promptly comply with its obligations pursuant to Sections 3 through 6 of this Agreement by registering with the SEC and otherwise facilitating the disposition of the Shares pursuant to any other applicable forms of registration statements as are then available to the Company. If the Company has not re-registered or otherwise facilitated disposition by the Shareholder of the Shares within 90 days from the date of the Company’s ineligibility, then until such re-registration is effective, the Shareholder shall be free to transfer the Shares under Rule 144 of the Securities Act; provided that if the Shareholder is not eligible to sell Shares pursuant to the last sentence of Rule 144(b)(1)(i) of the Securities Act, the Shareholder shall be free to transfer in any other manner consistent with applicable Law. (d) The Company will be entitled at any time, upon prior written notice to the Shareholder (a “Suspension Notice”) and for a period not to exceed seventy five (75) days thereafter (the “Suspension Period”), to suspend the use or effectiveness of any registration statement (and the Shareholder hereby agrees not to offer or sell any Shares pursuant to such registration statement during the Suspension Period) if the Company in its reasonable judgment determines that the offering would interfere, in any material respect, with or require premature public disclosure of any financing, acquisition, corporate reorganization or other significant transaction involving the Company or its subsidiaries. No more than one (1) Suspension Period shall occur in any six (6) month period. In the event that the Company shall exercise its rights hereunder, the Effectiveness Period and the applicable time period during which any Applicable Registration Statement is to remain effective shall be extended by a period of time equal to the duration of each such Suspension Period. (e) In connection with any offering of the Shares pursuant to this Agreement: (i) the Shareholder shall furnish such information, and render such cooperation, to the Company and any underwriter as the Company or such underwriter may reasonably request for inclusion in or in connection with, as the case may be, the Shelf Registration Statement (and any supplement or amendment thereto) or any other registration statement pursuant to which Shares are to be offered for sale; and (ii) the Shareholder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to the Shareholder in connection with any sales of Shares pursuant to this Agreement.

Registration Procedures. If and whenever a Holder has requested that any Registrable Securities be registered pursuant to this Agreement under Article I, and subject to the limitations set forth in this Agreement, the Company is required by the provisions hereof will use its commercially reasonable efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the Securities Actintended method of disposition thereof, and pursuant thereto the Company will, as expeditiously as possible: (a) if the Registration Statement is not automatically effective upon filing, use commercially reasonable efforts to cause such Registration Statement to become effective; (b) notify such Holder, promptly after the Company receives notice thereof, 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; (c) after the Registration Statement becomes effective, notify such Holder of any request by the SEC that the Company amend or supplement such Registration Statement or Prospectus; (d) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the any Prospectus used in connection therewith as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and for the period required to keep such Registration Statement effective until effect the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition distribution of the Registrable Securities covered by the Registration Statementas set forth in Article I hereof; (de) to the extent necessary to properly sell any Registrable Securities, furnish to such Holder such numbers of copies of a Prospectus, including a preliminary Prospectus, as required by the Securities Act, and such other documents as such Holder may reasonably request in order to facilitate its disposition of its Registrable Securities; (f) use its commercially reasonable efforts to register or and qualify the Purchaser's Registrable Securities covered by the Registration Statement under the such other securities or "blue sky" laws sky Laws of such jurisdictions within the United States as the Purchaser may shall be reasonably request, requested by such Holder; provided, however, that the Company shall not for any such purpose be required in connection therewith or as a condition thereto to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not so qualified or to file a general consent to general service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, or subject itself to taxation in any such jurisdiction, unless the Company is already subject to taxation in such jurisdiction; (eg) list the use its commercially reasonable efforts to cause all such Registrable Securities covered to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar equity securities issued by the Registration Statement with any securities exchange on which the Common Stock of the Company is are then listed; (fh) immediately provide a transfer agent and registrar for the Registrable Securities and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of the Registration Statement; (i) use its commercially reasonable efforts to furnish, on the date that shares of Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (j) if requested by such Holder, cooperate with such Holder and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable Law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as such Holder or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such Registration Statement a supply of such certificates; (k) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by the Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (l) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by such Holder, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney or accountant or other agent retained by any such underwriter or selected by such Holder, all financial and other records, pertinent corporate documents, and properties of the Company (collectively, “Records”), and use commercially reasonable efforts to cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by such Holder, an underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies such Holder are confidential shall not be disclosed by such Holder unless the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by applicable Law. Such Holder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates (other than with respect to such Holder’s due diligence) unless and until such information is made generally available to the public, and further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (m) in the event of the issuance of any stop order suspending the effectiveness of such Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (n) promptly notify the Purchaser such Holder at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained included in such the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus, or a revised Prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingunder which they were made (following receipt of any supplement or amendment to any Prospectus, such Holder shall deliver such amended, supplemental or revised Prospectus in connection with any offers or sales of Registrable Securities, and shall not deliver or use any Prospectus not so supplemented, amended or revised); and (go) make available for inspection by take all such other actions as are reasonably necessary in order to facilitate the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties disposition of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasersuch Registrable Securities.

Registration Procedures. If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleshall: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by keep the Registration Statement and to keep such Registration Statement effective until for a period of not less than nine months from the expiration of the Effectiveness Periodeffective date; (c) as expeditiously as possible furnish to the Purchaser Holder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, inconformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser selling stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered owned by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately selling Stockholder and promptly notify the Purchaser selling stockholder at any time when a Prospectus relating thereto prospectus is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes prospectus would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (gd) make available for inspection as expeditiously as possible use its best efforts to register or qualify the Registrable Securities covered by the Purchaser Registration Statement under the securities or Blue Sky laws of such states as the selling Stockholders shall reasonably request, and do any attorney, accountant and all other acts and things that may be necessary or desirable to enable the selling Stockholders to consummate the public sale or other agent retained disposition in such states of the Registrable Securities owned by the Purchaserselling Stockholder; provided, all publicly availablehowever, non-confidential financial and other recordsthat the Company shall not be required in connection with this Section 3(d) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. If the Company has delivered preliminary or final prospectuses to the Holder and, pertinent corporate documents and properties after having done so, the prospectus is amended to comply with the requirements of the CompanySecurities Act, the Company shall promptly notify the Holder and, if requested, the Holder shall immediately cease making offers of Registrable Securities and cause return all prospectuses to the Company's officers. The Company shall promptly provide the Holder with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the Holder shall be free to resume making offers of the Registrable Securities.

Registration Procedures. (a) If and whenever the Company is required by the provisions hereof of Section 2 to effect the registration of any Registrable Securities under the Securities 1933 Act, the Company will, as expeditiously as possible: (ai) subject to the timelines provided in this Agreement, prepare and file with the Commission the Registration Statement with the SEC, with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its reasonable best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period period of the distribution contemplated thereby (determined as herein provided), respond as promptly as commercially practicable to any comments received from the SEC with respect theretoto a Registration Statement or any amendment thereto and file any pre-effective amendments with respect to a Registration Statement as promptly as reasonable possible, and promptly provide to the Purchaser Investor copies of all filings and Commission SEC letters of comment relating thereto(provided that the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any subsidiary) and notify the Investor (by telecopier or by e-mail address provided by the Investor) on or before the second business day thereafter that the Company receives notice that (i) the SEC has no comments or no further comments on the registration statement, and (ii) the registration statement has been declared effective; (bii) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until and prepare and file with the expiration of the Effectiveness PeriodSEC such additional Registration Statements as may be required hereunder and to keep each additional Registration Statement effective; (ciii) furnish to the Purchaser Investor such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser Investor reasonably may request in order to facilitate the public sale or their disposition of the securities covered by such Registration Statement or make them electronically available; (iv) if applicable, use its reasonable best efforts to register or qualify the resale of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" “Blue Sky” laws of such jurisdictions within the United States as the Purchaser may reasonably requestInvestor shall request in writing, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (ev) if applicable, list the Registrable Securities covered by the such Registration Statement with any securities the principal market or exchange on which the Common Stock of the Company is then listed;; and (fvi) immediately promptly notify the Purchaser at any time when Investor of the Company’s becoming aware that a Prospectus prospectus relating thereto is required to be delivered under the Securities 1933 Act, of the happening of any event or passage of time of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; andexisting or the financial statements included therein ineligible for inclusion or which becomes subject to a SEC, state or other governmental order suspending the effectiveness of the Registration Statement covering any of the Registrable Securities. (gb) make available for inspection by The Investor hereby covenants that it will not sell any Registrable Securities pursuant to such prospectus during the Purchaser and any attorney, accountant or other agent retained by period commencing at the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties time at which the Company gives the Investor notice of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent suspension of the Purchaseruse of such prospectus in accordance with this Section 3(b) and ending at the time the Company gives the Investor notice that the Investor may thereafter effect sales pursuant to the prospectus, or until the Company delivers to the Investor or files with the SEC an amended or supplemented prospectus.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Purchasers copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Purchasers such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Purchasers reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Purchasers' Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser Purchasers may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange Trading Market on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Purchasers at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Purchasers and any attorney, accountant or other agent retained by the PurchaserPurchasers, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorneyattorneys, accountant accountants or agent agents of the PurchaserPurchasers.

Registration Procedures. (a) If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleshall: (ai) prepare and file with the Commission the SEC a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (bii) as expeditiously as possible prepare and file with the Commission such SEC any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by keep the Registration Statement and to keep such Registration Statement effective until for a period of not less than nine months from the expiration of the Effectiveness Periodeffective date; (ciii) as expeditiously as possible furnish to the Purchaser Holder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser Selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered owned by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately Selling Stockholder and promptly notify the Purchaser Selling Stockholder at any time when a Prospectus relating thereto prospectus is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes prospectus would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (giv) make available for inspection as expeditiously as possible use its best efforts to register or qualify the Registrable Securities covered by the Purchaser Registration Statement under the securities or Blue Sky laws of such states as the Selling Stockholders shall reasonably request, and do any attorney, accountant and all other acts and things that may be necessary or desirable to enable the Selling Stockholders to consummate the public sale or other agent retained disposition in such states of the Registrable Securities owned by the PurchaserSelling Stockholder; provided, all publicly availablehowever, non-confidential financial and other recordsthat the Company shall no be required in connection with this Section 3(a) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (b) If the Company has delivered preliminary or final prospectuses to the Selling Stockholder and, pertinent corporate documents and properties after having done so, the prospectus is amended to comply with the requirements of the CompanySecurities Act, the Company shall promptly notify the Selling Stockholder and, if requested, the Selling Stockholder shall immediately cease making offers of Registrable Securities and cause return all prospectuses to the Company's officers. The Company shall promptly provide the Selling Stockholder with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the Selling Stockholder shall be free to resume making offers of the Registrable Securities.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. (h) The Purchaser covenants and agrees that it will cooperate with the Company in all respects in connection with this Agreement, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser and proposed manner of sale of the Registrable Securities required to be disclosed in any Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities and entering into and performing its obligations under the Agreement and/or the Related Agreements, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering. Any delay or delays caused by the Purchaser, or by any other purchaser of securities of the Company having registration rights similar to those contained herein, by failure to cooperate as required hereunder shall not constitute a breach or default of the Company under this Agreement or Related Agreement. (i) With respect to any sale of Registrable Securities pursuant to a Registration Statement filed pursuant to this Agreement, the Purchaser hereby covenants with the Company (i) not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied and (ii) to notify the Company promptly upon disposition of all of the Registrable Securities. (j) Whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the 1933 Act, the Company shall (except as otherwise provided in this Agreement), subject to the assistance and cooperation as reasonably required of the Purchaser with respect to each Registration Statement: (i) provide Purchaser and its counsel a reasonable period, not to exceed five (5) Trading Days, to review the proposed Registration Statement or any amendment thereto, prior to filing with the SEC; and (ii) prior to the filing with the SEC of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Purchaser and reflect in such documents, such comments as the Purchaser (and its counsel), reasonably may propose respecting the Selling Shareholders and Plan of Distribution sections (or equivalents)

Registration Procedures. If and whenever the Company is required by the provisions hereof of this Agreement to use its reasonable best efforts to effect the registration of any of the Registrable Securities Shares under the Securities Act, the Company will, as expeditiously as possibleshall: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its reasonable best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with keep the provisions Registration Statement effective, in the case of a firm commitment underwritten public offering, until each underwriter has completed the distribution of all securities purchased by it and, in the case of any other offering, until the earlier of the Securities Act with respect to the disposition sale of all Registrable Securities Shares covered by thereby or 180 days after the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Perioddate thereof; (c) as expeditiously as possible furnish to the Purchaser each selling Stockholder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered Shares owned by the Registration Statement;selling Stockholder; and (d) as expeditiously as possible use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Registration Statement under the securities or "blue sky" Blue Sky laws of such jurisdictions within the United States states as the Purchaser may selling Stockholder shall reasonably request, and do any and all other acts and things that may be necessary or desirable to enable the selling Stockholder to consummate the public sale or other disposition in such states of the Registrable Shares owned by the selling Stockholder; provided, however, that the Company shall not for any such purpose be required in connection with this paragraph (d) to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to execute a general consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of . If the Company has delivered preliminary or final prospectuses to the selling Stockholders and after having done so the prospectus is then listed; (f) immediately notify amended to comply with the Purchaser at any time when a Prospectus relating thereto is required to be delivered under requirements of the Securities Act, the Company shall promptly notify the selling Stockholders and, if requested, the selling Stockholder shall immediately cease making offers of Registrable Shares and return all prospectuses to the Company. The Company shall promptly provide each selling Stockholder with revised prospectuses and, following receipt of the happening revised prospectuses, the selling Stockholder shall be free to resume making offers of the Registrable Shares. If, after a registration statement becomes effective, the Company becomes engaged in any event activity which, in the good faith determination of the Company's Board of Directors, involves information that would have to be disclosed in the Registration Statement but which the Company has knowledge as a result of which desires to keep confidential for valid business reasons, then the Prospectus contained Company may at its option, by notice to such Stockholders, require that the Stockholders who have included Shares in such Registration StatementStatement cease sales of such Shares under such Registration Statement for a period not in excess of three months from the date of such notice, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required such right to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection exercised by the Purchaser Company not more than once in any 12-month period. If, in connection therewith, the Company considers it appropriate for such Registration Statement to be amended, the Company shall so amend such Registration Statement as promptly as practicable and such Stockholders shall suspend any attorney, accountant or other agent retained by further sales of their Shares until the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties Company advises them that such Registration Statement has been amended. The time periods referred to herein during which such Registration Statement must be kept effective shall be extended for an additional number of days equal to the Company, and cause number of days during which the Company's officers, directors and employees right to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasersell shares was suspended pursuant to this paragraph.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Section 1 of this Agreement to use its reasonable best efforts to effect the registration of any of the Registrable Securities Shares under the Securities Act, the Company will, as expeditiously as possibleshall: (a) a. prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its reasonable best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) b. as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with keep the provisions Registration Statement effective, in the case of a firm commitment underwritten public offering, until each underwriter has completed the distribution of all securities purchased by it but not more than one year after the effective date and, in the case of any other offering, until the earlier of the Securities Act with respect to the disposition sale of all Registrable Securities Shares covered by thereby or one year after the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Perioddate thereof; (c) c. as expeditiously as possible furnish to the Purchaser each Selling Shareholder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser Selling Shareholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered Shares owned by the Registration Statement;selling Shareholder; and (d) d. as expeditiously as possible use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Registration Statement under the securities or "blue sky" sky laws of such jurisdictions within the United States states as the Purchaser may Selling Shareholders shall reasonably request, provided, however, and do any and all other acts and things that may be necessary or desirable to enable the Selling Shareholders to consummate the public sale or other disposition in such states of the Registrable Shares owned by the selling Shareholder. If the Company shall not for any such purpose be required has delivered preliminary or final prospectuses to qualify generally the Selling Shareholders and after having done so the prospectus is amended to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service comply with the requirements of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result shall promptly notify the Selling Shareholders and, if requested, the Selling Shareholders shall immediately cease making offers of which Registrable Shares and return all prospectuses to the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause Company at the Company's officerssole cost and expense. The Company shall promptly provide the Selling Shareholders with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the Selling Shareholders shall be free to resume making offers of the Registrable Shares.

Registration Procedures. If and whenever the Company is required by the provisions hereof of this Agreement to use its reasonable efforts to effect the registration of any of the Registrable Securities Shares under the Securities ActApplicable Law, the Company will, as expeditiously as possibleshall: (a) prepare and file with the Commission the relevant Governmental Authority a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its best reasonable efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, earlier of one-hundred twenty (120) calendar days or until the completion of the distribution or as otherwise specified by SAIF and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoOCP; (b) as expeditiously as possible prepare and file with the Commission such relevant Government Authority any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to keep the Registration Statement effective and to comply with Section 4.5 (a), and comply with the provisions of the Securities Act Applicable Law with respect to the disposition of all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodStatement; (c) as expeditiously as possible furnish to the Purchaser each selling Shareholder such number reasonable numbers of copies of the Registration Statement registration statement, each amendment and supplement thereto, prospectus, including a preliminary prospectus, in conformity with the Prospectus included therein (including each preliminary Prospectus) requirements of Applicable Law, and such other documents as the Purchaser selling Shareholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered Shares owned by the Registration Statementselling Shareholder; (d) as expeditiously as possible use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Registration Statement under the applicable securities or "blue sky" other laws of such jurisdictions within the United States as the Purchaser may selling Shareholders shall reasonably request, provided, however, and do any and all other acts and things that may be necessary or desirable to enable the Company shall not for any selling Shareholders to consummate the public sale or other disposition in such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service states of process in any such jurisdictionthe Registrable Shares owned by the selling Shareholder; (e) list the notify each selling Shareholder of such Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Shares at any time when a Prospectus relating Registration Statement related thereto is required to be delivered effective under the Securities ActApplicable Law, of the happening of any event of which the Company has knowledge as a result of which which, or in the Prospectus contained event the Company becomes aware that, the prospectus included in such Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading misleading, and, at the request of any such seller, 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 any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (f) cause all such Registrable Shares to be listed on an Acceptable Stock Exchange, chosen by SAIF provided that, if SAIF determines that the IPO must be on an Acceptable Stock Exchange, the Network18 Group is not in light any manner prohibited under Applicable Laws from listing their Equity Shares on such Acceptable Stock Exchange; (g) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in customary form with the managing underwriter of such offering (each Shareholder participating in such underwriting shall also enter into and perform its obligations under such an agreement); (h) furnish, at the request of the circumstances then existinginitiating Shareholders holding a majority of the shares participating in the offering, on the date that such Registrable Shares are delivered to the underwriters for sale, if such shares are being sold through underwriters, or, if such shares are not being sold through underwriters, on the date that the Registration Statement with respect to such Registrable Shares becomes effective: (i) an opinion, dated as of such date, from the counsel representing the Company for the purpose of such registration, in the form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority of the initiating Shareholders, addressed to the underwriters, if any, and to all participating Shareholders; and (ii) a letter dated as of 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 and reasonably satisfactory to a majority of the initiating Shareholders, addressed to the underwriters, if any, and if permitted by applicable accounting standards, to all participating Shareholders; and (gi) make available for inspection by If the Purchaser Company has delivered preliminary or final prospectuses to the selling Shareholders and any attorneyafter having done so the prospectus is amended to comply with the requirements of Applicable Law, accountant or other agent retained by the PurchaserCompany shall promptly notify the selling Shareholders and, if requested, the selling Shareholders shall immediately cease making offers of Registrable Shares and return all publicly availableprospectuses to the Company. The Company shall promptly provide the selling Shareholders with revised prospectuses and, non-confidential financial and other records, pertinent corporate documents and properties following receipt of the Companyrevised prospectuses, and cause the Company's officers, directors and employees selling Shareholders shall be free to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent resume making offers of the PurchaserRegistrable Shares.

Registration Procedures. If and whenever the The Company is required by the provisions hereof will use its best efforts to effect the registration of any the Registrable Securities in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company will under the Securities Acttime frames provided herein, the Company willor if not so provided, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement on any appropriate form for which the Company qualifies with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the Registration Statement to become and remain effective for (provided that before filing the Effectiveness Period with respect Registration Statement or Prospectus or any amendments or supplements thereto, and promptly provide the Company will (i) furnish to the Purchaser counsel selected by the Holder copies of all filings such documents proposed to be filed, which documents will be subject to the review of such counsel for a period of seven (7) days following the receipt thereof, and Commission letters (ii) notify the Holder covered by such registration of comment relating theretoany stop order issued or threatened by the Commission); (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be reasonably necessary to keep the Registration Statement effective for the Effectiveness Period or until the time by which all of the Registrable Securities have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities covered during such period in accordance with the intended methods of disposition by the Holder set forth in the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodStatement; (c) furnish to the Purchaser Holder such number of copies of the Registration Statement Statement, each amendment and supplement thereto, the Prospectus included therein in the Registration Statement (including each preliminary Prospectus) and such other documents as the Purchaser Holder may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration StatementHolder; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser Holder reasonably requests and do any and all other acts and things which may be reasonably request, provided, however, necessary or advisable to enable the Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by the Holder (provided that the Company shall will not for any such purpose be required to (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this Section 5(d), (ii) subject itself to taxation in any jurisdiction or to consent (iii) take any action that would subject it to general service of process in any such jurisdiction); (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser Holder, at any time when a the Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained included in such the Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, and the Company will prepare and deliver to the Holder a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the circumstances statements therein not misleading; (f) cause all Registrable Securities to be listed on each securities exchange or quoted on Nasdaq or other quotation medium, if any, on which similar securities issued by the Company are then existing; andlisted or quoted; (g) provide a transfer agent for all Registrable Securities not later than the Effective Date; (h) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Holder or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of the Registrable Securities; (i) make available for inspection by the Purchaser Holder, any underwriter participating in any disposition pursuant to the Registration Statement and any attorney, accountant or other agent retained by the PurchaserHolder or underwriter, all publicly available, non-confidential pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors directors, employees and employees independent accountants to supply all publicly available, non-confidential information reasonably requested by the Holder, underwriter, attorney, accountant or agent in connection with the Registration Statement and (ii) to participate in presentations to prospective purchasers as reasonably requested by any underwriter; (j) otherwise use its best efforts to comply with all applicable rules and regulations of the PurchaserCommission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the Effective Date, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (k) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any shares of Common Stock included in the Registration Statement for sale in any jurisdiction, use its best efforts promptly to obtain the withdrawal of such order; (l) if requested by the Holder, obtain a so-called “cold comfort” letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters; (m) use its best efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Holder to consummate the disposition of such Registrable Securities.

Registration Procedures. If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleshall: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by keep the Registration Statement and to keep such Registration Statement effective until for a period of not less than nine months from the expiration of the Effectiveness Periodeffective date; (c) as expeditiously as possible furnish to the Purchaser Holder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered owned by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately selling Stockholder and promptly notify the Purchaser selling stockholder at any time when a Prospectus relating thereto prospectus is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes prospectus would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (gd) make available for inspection as expeditiously as possible use its best efforts to register or qualify the Registrable Securities covered by the Purchaser Registration Statement under the securities or Blue Sky laws of such states as the selling Stockholders shall reasonably request, and do any attorney, accountant and all other acts and things that may be necessary or desirable to enable the selling Stockholders to consummate the public sale or other agent retained disposition in such states of the Registrable Securities owned by the Purchaserselling Stockholder; provided, all publicly availablehowever, non-confidential financial and other recordsthat the Company shall not be required in connection with this paragraph (d) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. If the Company has delivered preliminary or final prospectuses to the Holder and, pertinent corporate documents and properties after having done so, the prospectus is amended to comply with the requirements of the CompanySecurities Act, the Company shall promptly notify the Holder and, if requested, the Holder shall immediately cease making offers of Registrable Securities and cause return all prospectuses to the Company's officers. The Company shall promptly provide the Holder with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the Holder shall be free to resume making offers of the Registrable Securities.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide make available to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish make available to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. The Holder acknowledges that information provided pursuant to this section and elsewhere in this Agreement may constitute material, non-public information. While in possession of such information, the Holders, including their principals and affiliates, will not trade in the Company's securities or violate the securities laws of any jurisdiction, absent an exemption from applicable securities law. Additionally, the Holders agree to keep such information confidential and to provide such further confidentiality agreements as reasonably requested by the Company.

Registration Procedures. If and whenever the Company is required by the provisions hereof pursuant to this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file as promptly as reasonably possible with the Commission a Registration Statement, on a form available to the Registration Statement Company, with respect to such Registrable Securities, respond as promptly as possible to any comments received from securities (which filing shall be made within 30 days after the Commission, receipt by the Company of a Request Notice) and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide period of the distribution contemplated thereby (determined pursuant to the Purchaser copies of all filings and Commission letters of comment relating theretosubparagraph (g) below); (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the distribution period (determined pursuant to subparagraph (g) below) and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodStatement; (c) furnish to the Purchaser each Selling Holder and to each underwriter such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission) as the Purchaser such Persons may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by the such Registration Statement; (d) if applicable, use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser may Selling Holders or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request, provided, however, provided that the Company shall will not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not then required to so qualified qualify or to consent take any action which would subject it to general service of process in any such jurisdictionjurisdiction where it is not then so subject; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser each Selling Holder and each underwriter, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and as promptly as practicable amend or supplement the prospectus or take other appropriate action so that the prospectus does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; ; (f) in the case of an underwritten public offering, furnish upon request, (i) on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such Registration Statement, an opinion of counsel for the Company dated as of such date and addressed to the underwriters and to the Selling Holders, stating that such Registration Statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the Registration Statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations thereunder of the Commission (except that such counsel need express no opinion as to the financial statements, or any expertized schedule, report or information contained or incorporated therein) and (C) to such other effects as may reasonably be requested by counsel for the underwriters, and (ii) on the effective date of the Registration Statement and on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such Registration Statement, a letter dated such dates from the independent accountants retained by the Company, addressed to the underwriters and, if available, to the Selling Holders, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company and the schedules thereto that are included or incorporated by reference in the Registration Statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable requirements of the Securities Act and the published rules and regulations thereunder, and such letter shall additionally address such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) included in the Registration Statement in respect of which such letter is being given as the underwriters may reasonably request; (g) make available for inspection by one representative of the Purchaser Selling Holders, designated by a majority thereof, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such representative of the PurchaserSelling Holders or underwriter (the "Inspectors"), all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the CompanyCompany (collectively, the "Records"), and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any such Inspector in connection with such Registration Statement, provided, however, that with respect to any Records that are confidential, the attorney, accountant or agent Inspectors shall take such action as the Company may reasonably request in order to maintain the confidentiality of the PurchaserRecords. For purposes of subsections (a) and (b) above with respect to demand registration only, the period of distribution of Registrable Securities in a firm commitment underwritten public offering shall be deemed to extend until the earlier of (a) the date each underwriter has completed the distribution of all securities purchased by it or (b) the date ninety (90) days subsequent to the effective date of such registration statement, and the period of distribution of Registrable Securities in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Securities covered thereby or one year; (h) use its commercially reasonable efforts to keep effective and maintain for the period specified in subparagraph (g) a registration, qualification, approval or listing obtained to cover the Registrable Securities as may be necessary for the Selling Holders to dispose thereof and shall from time to time amend or supplement any prospectus used in connection therewith to the extent necessary in order to comply with applicable law; (i) use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Selling Holders to consummate the disposition of such Registrable Securities; and (j) enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities. Each Selling Holder, upon receipt of notice from the Company of the happening of any event of the kind described in subsection (e) of this Section 2.03, shall forthwith discontinue disposition of the Registrable Securities until such Selling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 2.03 or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Selling Holder will, or will request the managing underwriter or underwriters, if any, to, deliver to the Company (at the Company's expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice, the time periods mentioned in subsection (g) of this Section 2.03 shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each Selling Holder shall have received the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 2.03 hereof or the notice that they may resume use of the prospectus. In connection with each registration hereunder with respect to an underwritten public offering, the Company and each Selling Holder agrees to enter into a written agreement with the managing underwriter or underwriters selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between underwriters and companies of the Company's size and investment stature.

Registration Procedures. If and whenever In the Company is required case of each registration, qualification or compliance effected by the provisions hereof SuperGen pursuant to effect this Section 3 (including the registration Form S-3), SuperGen will keep advised in writing as to the initiation of any Registrable Securities under each registration, qualification and compliance and as to the Securities Act, the Company completion thereof. At its expense SuperGen will, as expeditiously as possible: (a) prepare Prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, securities and use its best efforts to cause the Registration Statement such registration statement to become and remain continuously effective for at least one year or until the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies sale of all filings and Commission letters of comment relating theretoRegistrable Securities described in the Registration Statement has been completed; (b) prepare and file with the Commission such amendments and supplements Furnish to the Registration Statement Holders such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as the Prospectus used Holders or such underwriters may reasonably request in connection therewith as may order to effect the offering and sale of the shares to be necessary to comply with offered and sold, but only while SuperGen shall be required under the provisions of the Securities Act with respect hereof to the disposition of all Registrable Securities covered by the Registration Statement and cause such registration statement to keep such Registration Statement effective until the expiration of the Effectiveness Periodremain current; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use Use its commercially reasonable efforts to register or qualify the Purchaser's shares of the Registrable Securities covered by the Registration Statement such registration under the securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser may Holders shall reasonably request, provided, however, request (provided that the Company SuperGen shall not for any such purpose be required in connection therewith or as a condition thereto to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not so qualified or to file a general consent to general service of process in any such jurisdictionjurisdiction where it has not been qualified), and do any and all other acts or things which may be reasonably necessary or advisable to enable the Holders to consummate the public sale or other disposition of the Registrable Securities in such jurisdictions; (d) Cause all such Registrable Securities to be listed on the NNM on which similar securities issued by AVI are then listed; (e) list Notify the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of Holders upon the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (f) So long as the registration statement remains effective, promptly prepare, file and furnish to the Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (g) Notify the Holders promptly after it shall receive notice thereof, of the date and time any registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (h) Notify the Holders promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information; and (gi) make available for inspection Advise the Holders promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Purchaser Commisson suspending the effectiveness of any registration statement or the initiation or threatening of any proceeding for that purpose and promptly use commercially reasonable efforts to prevent the issuance of any attorney, accountant stop order or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserobtain its withdrawal if such stop order should be issued.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Holders copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Holders such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Holders reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Holders' Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser Holders may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Holders at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Holders and any attorney, accountant or other agent retained by the PurchaserHolders, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserHolders.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Section 2 to effect the registration of any Registrable Securities under the Securities 1933 Act, the Company will, as expeditiously as possible: (a) subject to the timelines provided in this Agreement, prepare and file with the Commission the Registration Statement with the SEC, with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period period of the distribution contemplated thereby (determined as herein provided), respond as promptly as commercially practicable to any comments received from the SEC with respect theretoto a Registration Statement or any amendment thereto and file any pre-effective amendments with respect to a Registration Statement as promptly as reasonable possible, and promptly provide to the Purchaser Investors copies of all filings and Commission SEC letters of comment relating thereto(provided that the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any subsidiary) and notify the Investors (by telecopier or by e-mail addresses provided by the Investors) on or before the second business day thereafter that the Company receives notice that (i) the SEC has no comments or no further comments on the registration statement, and (ii) the registration statement has been declared effective; (b) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until and prepare and file with the expiration of the Effectiveness PeriodSEC such additional Registration Statements as may be required hereunder and to keep each additional Registration Statement effective; (c) furnish to the Purchaser Investors such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such Investors reasonably may request in order to facilitate the public sale or their disposition of the Registrable Securities securities covered by the such Registration StatementStatement or make them electronically available; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue skyBlue Sky" laws of such jurisdictions within the United States as the Purchaser may reasonably requestInvestors shall request in writing, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities the principal market or exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when Investors of the Company's becoming aware that a Prospectus prospectus relating thereto is required to be delivered under the Securities 1933 Act, of the happening of any event or passage of time of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; andexisting or the financial statements included therein ineligible for inclusion or which becomes subject to a SEC, state or other governmental order suspending the effectiveness of the Registration Statement covering any of the Registrable Securities. Each Investor hereby covenants that it will not sell any Registrable Securities pursuant to such prospectus during the period commencing at the time at which the Company gives such Investor notice of the suspension of the use of such prospectus in accordance with this Section 3(f) and ending at the time the Company gives such Investor notice that such Investor may thereafter effect sales pursuant to the prospectus, or until the Company delivers to such Investor or files with the SEC an amended or supplemented prospectus. (g) make available for inspection The Company shall cooperate with any broker-dealer through which an Investor proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Companysuch Investor, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested Company shall pay the filing fee required by the attorney, accountant or agent such filing within two (2) business days of the Purchaserrequest therefor.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) practical: prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible feasible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) ; prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) ; furnish to the Purchaser Investor such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Investor reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) ; use its commercially reasonable efforts to register or qualify the Purchaser's Investor’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Investor may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) ; list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately ; promptly notify the Purchaser Investor at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If In connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof, the Issuers shall effect such registrations to permit the sale of such securities covered thereby in accordance with the intended method or methods of disposition thereof, and whenever the Company is required pursuant thereto and in connection with any Registration Statement filed by the provisions hereof to effect the registration of any Registrable Securities under the Securities ActIssuers hereunder, the Company will, as expeditiously as possibleIssuers shall: (a) prepare Prepare and file with the Commission SEC prior to the Filing Date, the Exchange Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from or if the Commission, and use its best efforts to cause the Exchange Registration Statement is not filed because of the circumstances contemplated by Section 2(c)(i), a Shelf Registration as prescribed by (b) Prepare and file with the SEC such amendments and post-effective amendments to become and remain each Shelf Registration or Exchange Registration Statement, as the case may be, as may be necessary to keep such Registration Statement continuously effective for the Effectiveness Period with respect theretoor the Applicable Period, as the case may be; cause the related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and promptly provide as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Purchaser copies of all filings Securities Act; and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act and the Exchange Act applicable to it with respect to the disposition of all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement as so amended or in such Prospectus as so supplemented and with respect to the subsequent resale of any securities being sold by a Participating Broker-Dealer covered by any such Prospectus. The Company shall be deemed not to have used its best efforts to keep a Registration Statement effective until during the expiration Applicable Period if it voluntarily takes any action that would result in selling Holders of the Effectiveness Period;Registrable Notes covered thereby or Participating Broker-Dealers seeking to sell Exchange Notes not being able to sell such Registrable Notes or such Exchange Notes during that period unless such action is required by applicable law or unless the Company complies with this Agreement, including, without limitation, the provisions of paragraph 5(k) hereof and the last paragraph of this Section 5. (c) furnish If (1) a Shelf Registration is filed pursuant to the Purchaser such number of copies of the Section 3, or (2) a Prospectus contained in an Exchange Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request filed pursuant to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto Section 2 is required to be delivered under the Securities Act, of Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the happening of any event of which Applicable Period from whom the Company has knowledge as received written notice that it will be a result Participating Broker-Dealer in the Exchange Offer, notify the selling Holders of which the Prospectus contained in Registrable Notes, or each such Registration StatementParticipating Broker-Dealer, as then the case may be, their counsel and the managing underwriters, if any, promptly (but in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Companyevent within two business days), and cause the Company's officersconfirm such notice in writing, directors and employees (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.a Registration

Registration Procedures. If (a) The parties hereto agree that the initial filing and whenever declaration of effectiveness of the Shelf Registration Statement shall not contemplate an Underwritten Offering and the Company is shall not be required by to cooperate with any Underwritten Offering prior to such declaration of effectiveness. Although the provisions hereof to effect Holders may after the registration declaration of any effectiveness of the Shelf Registration Statement engage underwriters in connection with their distribution of Registrable Securities under and the Securities ActCompany will cooperate with any reasonable requests for its cooperation in connection with any such engagement, the Company willshall in no event be required to pay any expenses associated with any such Underwritten Offering, except as expeditiously as possibleotherwise specified herein. (b) In connection with the Shelf Registration Statement and any Prospectus required by this Agreement, during the Effectiveness Period the Company shall: (ai) prepare and file with use all reasonable efforts to keep the Commission the Shelf Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain continuously effective for the Effectiveness Period with respect theretoPeriod; upon the occurrence of any event that would cause the Shelf Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) to not be effective or to not be usable for resales of Registrable Securities during the Effectiveness Period, and the Company shall in the case of clause (A) file promptly provide an appropriate amendment to the Purchaser copies Shelf Registration Statement or a supplement to the Prospectus correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use all filings reasonable efforts to cause such amendment, if applicable, to be declared effective or the Shelf Registration Statement and Commission letters of comment relating theretothe related Prospectus to become usable for their intended purposes as soon as practicable thereafter; (bii) furnish to each of the Investors and to counsel for the Investors, before filing with the Commission, copies of the Shelf Registration Statement and the Prospectus included therein, and any pre-effective amendments thereof, which documents shall be subject to the review of the Investors and such counsel for a period of at least three Business Days; and shall consider any requests for additions to or modifications of the Shelf Registration Statement and the Prospectus included therein and any pre-effective amendments thereto reasonably made by any Investor or counsel for the Investors; (iii) use all reasonable efforts to prepare and file with the Commission such amendments and supplements post-effective amendments to the Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Shelf Registration Statement effective during the Effectiveness Period; use all reasonable efforts to cause the Prospectus to be supplemented by any required Prospectus supplement within the time period specified in Section 2(b) hereof, and as so supplemented, cause the Prospectus to be filed pursuant to Rule 424 under the Securities Act and to comply fully with the applicable provisions of Rule 424 under the Securities Act in a timely manner; and use all reasonable efforts to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Shelf Registration Statement and to keep such during the Effectiveness Period in accordance with the intended method or methods of distribution by the sellers thereof set forth in the Shelf Registration Statement effective until or supplement to the expiration of the Effectiveness PeriodProspectus; (civ) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered Cooperate with any reasonable due diligence investigation undertaken by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably requestInvestors, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the PurchaserInvestors, in connection with the sale of the Registrable Securities, including, without limitation, making available any documents and information; provided, however, that the Company will not deliver or make available to any Outside Investor material, nonpublic information unless such Outside Investor specifically requests and consents in advance in writing to receive such material, nonpublic information and, if requested by the Company, such Outside Investor agrees in writing to treat such information as confidential. (v) use all reasonable efforts to notify the selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus, any Prospectus supplement or any post-effective amendment to the Shelf Registration Statement applicable to such Holder has been filed, and, with respect to the Shelf Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Shelf Registration Statement or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction or of the initiation of any proceeding for any of the preceding purposes, or (D) of the existence of any fact or of the happening of any event (but not the substance or details of any such fact or event) that makes untrue any statement of a material fact made in the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein, or that requires the making of any additions to or changes in the Shelf Registration Statement or the Prospectus in order to make the statements therein not misleading; (vi) if at any time the Commission shall issue any stop order suspending the effectiveness of the Shelf Registration Statement, or any state securities commission shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or Blue Sky laws, use all reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time; (vii) if requested by any selling Holder, within the time period specified in Section 2(b) hereof, use all reasonable efforts to incorporate in the Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment, if necessary, such Requisite Information as such selling Holders request to have included therein, and use all reasonable efforts to make all required filings of any such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; provided, however, that the Company shall not be required to take any action pursuant to this Section 4(b)(vii) that would, in the opinion of Company Counsel, violate applicable law or to include information to which the Company reasonably objects; (viii) deliver to each selling Holder, without charge, as many copies of the Shelf Registration Statement and the Prospectus (including each preliminary prospectus intended for public distribution) (including documents incorporated by reference therein and exhibits thereto) and any amendment or supplement thereto as such selling Holder reasonably may request; subject to Section 4(c) below, the Company hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders in connection with the offering and the sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto in conformity with the Plan of Distribution set forth in the Prospectus and in compliance with all applicable laws and this Agreement; (ix) take all such other actions in connection therewith as are reasonable and customary in order to expedite or facilitate the disposition of the Registrable Securities pursuant to the Shelf Registration Statement contemplated by this Agreement, all publicly availableto such extent as may be reasonably requested by any Investor or by any Holder of Registrable Securities in connection with any sale or resale pursuant to the Shelf Registration Statement contemplated by this Agreement; (x) prior to any public offering of Registrable Securities, noncooperate with the selling Holders, and their respective counsel in connection with the registration and qualification of the Registrable Securities under the securities or Blue Sky laws of such domestic jurisdictions as the selling Holders may reasonably request; and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Shelf Registration Statement; provided, however, that in no event shall the Company be obligated to (A) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it is not now so qualified, (B) file any general consent to service of process in any jurisdiction where it is not as of the date hereof so subject, or (C) subject itself to taxation in any jurisdiction if it is not so subject; (xi) cooperate with the selling Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the selling Holders may request, provided that such request is made at least two Business Days prior to any sale of Registrable Securities; (xii) as soon as reasonably practicable after the occurrence of any fact or event of the kind described in Section 4(b)(v)(D) above, use all reasonable efforts to prepare a supplement or post-effective amendment to the Shelf Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Registrable Securities, the Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary, to make the statements made therein not misleading in the light of the circumstances in which they were made; provided, however, that notwithstanding anything to the contrary herein, the Company shall not be required to prepare and file such a supplement or post-effective amendment or document if the fact no longer exists; and (xiii) provide promptly to each Holder upon request any document filed with the Commission pursuant to the requirements of Section 13 or Section 15 of the Exchange Act. (c) Each Holder agrees by acquisition of a Registrable Security that, upon receipt of any notice from the Company of the existence of any fact or event of the kind described in Section 4(b)(v)(D) hereof, such Holder shall: (i) keep the fact of such notice confidential financial and other records(ii) stop selling or offering for sale Registrable Securities pursuant to the Shelf Registration Statement until such Holder's receipt of the copies of a supplemented or amended Prospectus as contemplated by Section 4(b)(xii) hereof, pertinent corporate documents or until it receives advice in writing from the Company that the use of the Prospectus may be resumed, and properties has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (it being understood and agreed by the Company that the foregoing shall in no way diminish or otherwise impair the Company's obligation to as promptly as possible prepare a Prospectus amendment or supplement as above provided in Section 4(b)(xii) and deliver copies of same as above provided in Section 4(b)(vii) hereof), and it being further understood that, in the case of the Shelf Registration Statement, any such period during which the Investors are restricted from offering or selling Registrable Securities shall constitute a Suspension Period. If so directed by the Company, each Holder shall deliver to the Company (at the expense of the Company) all copies, and cause the Companyother than permanent file copies then in such Holder's officerspossession, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserProspectus covering such Registrable Securities that was current at the time of receipt of such notice. (d) The Company shall have no obligation to keep a Prospectus usable with respect to a particular Holder or to give notice that a Prospectus is not usable by such Holder to the extent such Prospectus is not usable by such Holder because current Requisite Information with respect to such Holder is not included therein because such Holder has not provided such information to the Company in accordance with Section 2(b).

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list or have quoted the Registrable Securities covered by the such Registration Statement with any securities exchange or quotation service on which the Common Stock of the Company is then listedlisted or quoted; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever When the Company is required by the provisions hereof this Agreement to effect the registration of any the Registrable Securities under the Securities Act, the Company willwill do each of the following, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such the Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect theretoPeriod, and promptly provide to the Purchaser Seller copies of all filings and Commission letters of comment relating thereto; (b) other than during a Black Out Period, prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser Seller such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Seller reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Seller’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Seller may reasonably request, provided, however, that the Company shall will not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Seller at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Seller and any attorney, accountant or other agent retained by the PurchaserSeller, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserSeller.

Registration Procedures. If and whenever the Company is required by holders of Registrable Securities request that any Registrable Securities be registered pursuant to the provisions hereof of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the Securities Actintended method of disposition thereof, and pursuant thereto the Company will, shall as expeditiously soon as possiblereasonably practicable: (a) subject to Section 2(a), prepare and file a Registration Statement with the Commission within thirty (30) days after the date on which the Company receives the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Request and use its commercially reasonable best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) except as provided herein, prepare and file with the Commission such amendments, post-effective amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement continuously effective under the Securities Act until the expiration of the Effectiveness Periodall Registrable Shares covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144; (ii) become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 and when all restriction legends, restricted designations and stop transfer or similar restrictions are removed therefrom; or (iii) shall have ceased to be outstanding; (c) at such time as any Registrable Securities may be sold pursuant to Rule 144 in satisfaction of the conditions set forth in Section 6(b)(ii), remove any restrictive legends or transfer restrictions with respect to such Registrable Securities; (d) within a reasonable time before filing such Registration Statement, Prospectus or amendments or supplements thereto, furnish to one counsel for the Purchaser holders of Registrable Securities participating in such registration copies of such documents proposed to be filed with the Commission, which documents shall be subject to the review, comment and reasonable approval of such counsel; (e) notify each selling holder of Registrable Securities, promptly after the Company receives notice thereof, 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; (f) furnish to each selling holder of Registrable Securities such number of copies of the Prospectus included in such Registration Statement and the Prospectus included therein (including each preliminary Prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as the Purchaser such seller may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration Statementsuch seller; (dg) use its commercially reasonable best efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the such other securities or "“blue sky" ” laws of such jurisdictions within as any selling holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such holders to consummate the United States as disposition in such jurisdictions of the Purchaser may reasonably request, Registrable Securities owned by such holders; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified do business, subject itself to general taxation or to consent to general service of process in any such jurisdictionjurisdiction where it would not otherwise be required to do so but for this Section 6(g); (eh) list the notify each selling holder of such Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Securities, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained included in such Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, and, at the request of any such holder, the circumstances then existing; andCompany shall prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (gi) in connection with each Fully Marketed Underwritten Offering requested by the Investor under Section 2(a), cause there to occur Full Cooperation and, in all other cases, enter into such customary agreements and take all such other customary actions as the holders of such Registrable Securities or the managing underwriter of such offering reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including, without limitation, signing an underwriting agreement in customary form, providing customary legal opinions and causing auditors to delivery customary comfort letters, allowing for Investor or underwriter due diligence and preparing any prospectus supplement if necessary; (j) make available for inspection by the Purchaser any selling holder of Registrable Securities, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such holder or underwriter (collectively, the Purchaser“Inspectors”), all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the CompanyCompany (collectively, the “Records”), and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any such Inspector in connection with such Registration Statement and customary in such a transaction; (k) provide a transfer agent and registrar (which may be the attorney, accountant same entity) for all such Registrable Securities not later than the effective date of such registration; (l) use its commercially reasonable best efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or agent the Nasdaq Stock Market LLC; (m) otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the PurchaserCommission and make available to its stockholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder) no later than thirty (30) days after the end of the 12-month period beginning with the first day of the Company’s first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 20-F and 6-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act; and (n) furnish to each selling holder of Registrable Securities and each underwriter, if any, with (i) a legal opinion of the Company’s outside counsel, dated the effective date of such Registration Statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), in form and substance as is customarily given in opinions of the Company’s counsel to underwriters in underwritten public offerings; and (ii) a “comfort” letter signed by the Company’s independent certified public accountants in form and substance as is customarily given in accountants’ letters to underwriters in underwritten public offerings; (o) without limiting Section 6(g) above, use its commercially reasonable best efforts to cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the holders of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof; (p) notify the holders of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information; (q) advise the holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best 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; (r) to the extent deemed to be an underwriter or a controlling person of the Company, to permit such holders of Registrable Securities and any underwriter to participate in the preparation of such Registration Statement and to require the insertion therein of language, furnished to the Company in writing, which in the reasonable judgment of such holder or underwriter and its counsel should be included; (s) otherwise use its commercially reasonable best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) 3.1 prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, promptly respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) 3.2 prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) 3.3 furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) 3.4 use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) 3.5 list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) 3.6 immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) 3.7 make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable commercial efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Shareholders such reasonable number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably such Shareholders may request in order to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange Trading Market on which the Common Stock of the Company is then listed; (e) use its commercially reasonable efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as such Shareholders may reasonably request; PROVIDED, HOWEVER, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to subject itself to taxation in connection with any such registration or qualification of such Registrable Securities; (f) immediately notify the Purchaser Shareholders at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by prepare and promptly file with the Purchaser Commission and any attorney, accountant or other agent retained by promptly notify the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties Shareholders of the Companyfiling of such amendments or supplements to such Registration Statement or Prospectus as may be necessary to correct any statements or omissions if, and cause at the Company's officerstime when a Prospectus relating to such Registrable Securities is required to be delivered under the Securities Act, directors and employees any event has occurred as the result of which any such Prospectus or any other Prospectus then in effect may include an untrue statement of a material fact or omit to supply all publicly availablestate any material fact required to be stated therein or necessary to make the statements therein, non-confidential information reasonably requested by the attorney, accountant or agent in light of the Purchasercircumstances under which they were made, not misleading.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleby the Filing Date: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock Ordinary Shares of the Company is are then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event event, of which the Company has knowledge knowledge, as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all relevant publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the CompanyCompany as is customary for due diligence examinations in connection with public offerings, and cause the Company's ’s officers, directors and employees to supply all such relevant publicly available, available non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.