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 (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 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 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 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 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 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 use its 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 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 effective not later than 120 days from the date of its filing and to remain effective for the Effectiveness Period with respect theretoRequisite Period; provided, and promptly provide however, that at any time, upon written notice to the Purchaser copies participating Holders and for a period not to exceed sixty (60) days thereafter (the "Suspension Period"), the Company may delay the filing or effectiveness of all filings any registration statement or suspend the use or effectiveness of any registration statement (and Commission letters the Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that the Company may, in the absence of comment such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development the disclosure of which could reasonably be expected to have a material adverse effect upon the Company, its stockholders, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto;. In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the Requisite Period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive sixty (60) days with the consent of the Holders of a majority of the Registrable Securities registered under the applicable registration statement, which consent shall not be unreasonably withheld. If so directed by the Company, all Holders registering shares under such registration statement shall use their best efforts to deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. (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 keep such registration statement effective for the Requisite Period 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 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 prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such persons reasonably may request in order to facilitate the public sale or intended disposition of the Registrable Securities covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable best efforts (i) 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, as the managing underwriter, reasonably shall request, provided(ii) to prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements, howeverand take such other actions, as may be necessary to maintain such registration and qualification in effect at all times for the period of distribution contemplated thereby and (iii) to take such further action as may be necessary or advisable to enable the disposition of the Registrable Securities in such jurisdictions; provided 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) use its best efforts to list the Registrable Securities covered by the Registration Statement such registration statement with any securities exchange or automated quotation system on which the Common Stock of the Company is then listedlisted or traded, or, if the Common Stock is not then listed on a national securities exchange, use its best efforts to facilitate the reporting of the Common Stock on any securities exchange or automated quotation system; (f) immediately 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 prospectus contained in such Registration Statementregistration statement, as then in effect, includes an 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 in light of the circumstances then existingexisting and promptly amend or supplement such registration statement to correct any such untrue statement or omission; (g) notify each seller of Registrable Securities of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose and make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time; (h) permit a single firm or counsel designated as selling stockholders' counsel by the Holders of a majority in interest of the Registrable Securities being registered to review the registration statement and all amendments and supplements thereto for a reasonable period of time prior to their filing and the Company shall not file any document in a form to which such counsel reasonably objects; (i) if the offering is an underwritten offering, enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are usual and customary in the securities business for such an arrangement between such underwriter and companies of the Company's size and investment stature, including, without limitation, customary indemnification and contribution provisions; (j) if the offering is an underwritten offering, at the request of any seller of Registrable Securities, use its best efforts to furnish to such seller on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) a copy of an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters, 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 are 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 (except that such counsel need not express any opinion as to financial statements or other financial or statistical information contained therein), and (C) to such other effects as reasonably may be requested by counsel for the underwriters; and (ii) a copy of a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, 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 included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five (5) business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request; (k) take all actions reasonably necessary to facilitate the timely preparation and delivery of certificates (not bearing any legend restricting the sale or transfer of such securities) representing the Registrable Securities to be sold pursuant to the registration statement and to enable such certificates to be in such denominations and registered in such names as the Shareholders or any underwriters may reasonably request; and (gl) make available for inspection by take all other reasonable actions necessary to expedite and 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 registration of the CompanyRegistrable Securities pursuant to the registration statement. In connection with each registration hereunder, the sellers of Registrable Securities will furnish to the Company in writing such information with respect to themselves and cause the Company's officers, directors proposed distribution by them as reasonably shall be 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 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 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 In connection with the Company is required by the provisions hereof to effect the Company's registration of any Registrable Securities under the Securities Actobligations hereunder, the Company will, as expeditiously as possibleshall: (a) prepare Prepare and file with the Commission on or prior to the Filing Date, a Registration Statement on Form SB-2 (or if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2 such registration shall be on another appropriate form in accordance herewith) in accordance with respect to such Registrable Securities, respond the method or methods of distribution thereof as promptly as possible to any comments received from specified by the CommissionHolders (except if otherwise directed by the Holders), and use its reasonable best efforts to cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than two (2) Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall (i) furnish to the Special Counsel, copies of all such documents proposed to be filed, which documents (other than those incorporated by reference) will be subject to the review of such Special Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of Special Counsel, to conduct a reasonable investigation within the meaning of the Securities Act. Unless otherwise advised by outside counsel to the Company in its reasonable judgment, the Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Special Counsel shall reasonably object in writing within one (1) Business Day of its receipt thereof; provided, however, that Special Counsel may only object to the filing of the Registration Statement if such objection relates specifically to the Holders or may affect the timely effectiveness of the Registration Statement. (i) Prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities 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 additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and supplements as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than ten (10) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Prospectus used Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; and (iv) comply in connection therewith as may be necessary to comply all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement effective until the expiration of the Effectiveness Period;as so amended or in such Prospectus as so supplemented. (c) furnish Notify any Special Counsel as promptly as possible (and, in the case of (i)(A) below, not less than two (2) days prior to such filing) (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to the Purchaser Registration Statement is filed; (B) when the Commission notifies the Company whether there will be a "review" of such number Registration Statement and whenever the Commission comments in writing on such Registration Statement and (C) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of copies any request by the Commission or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission 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 the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event that makes any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, Prospectus or other documents so that, in the case of the Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of, (i) any order suspending the effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (e) If requested by the Holders of a majority in interest of the Registrable Securities, (i) promptly incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the Company reasonably agrees should be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment. (f) Furnish to each Holder and any Special Counsel, without charge, at least one conformed copy of each Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission. (g) The Company hereby consents to the use of any Prospectus and each preliminary Prospectus) as amendment or supplement thereto by each of the Purchaser reasonably may request to facilitate selling Holders in connection with the public offering and sale or disposition of the Registrable Securities covered by the Registration Statement;such Prospectus and any amendment or supplement thereto. (dh) Prior to any public offering of Registrable Securities, use its commercially reasonable best efforts to register or qualify or cooperate with the Purchaser's selling Holders and any Special Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities covered by the Registration Statement for offer and sale under the securities or "blue sky" Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Purchaser may reasonably request, Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a 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 then so qualified or to consent take any action that would subject it to general service of process in any such jurisdiction;jurisdiction where it is not then so subject or subject the Company to any material tax in any such jurisdiction where it is not then so subject. (ei) list Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities covered to be sold pursuant to a Registration Statement, which certificates shall be free of all restrictive legends so long as the Holder has complied with all applicable securities laws in connection with such sale, including the prospectus delivery requirements, and to enable such Registrable Securities to be in such denominations and registered in such names as any Holder may request in writing at least two (2) Business Days prior to any sale of Registrable Securities. (j) Upon the occurrence of any event contemplated by Section 3(c)(vi), as promptly as possible, prepare a supplement or amendment, including a post-effective amendment, to the Registration Statement with or a supplement to the related Prospectus or 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 document incorporated or deemed to be delivered under the Securities Actincorporated therein by reference, of the happening of and file any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statementother required document so that, as then in effectthereafter delivered, includes neither the Registration Statement nor such Prospectus will contain an 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 the light of the circumstances then existing; andunder which they were made, not misleading. (gk) make available for inspection Use its reasonable best efforts to cause all Registrable Securities relating to the Registration Statement to be listed on the OTC Bulletin Board or any other securities exchange, quotation system or market, if any, on which similar securities issued by the Purchaser Company are then listed as and when required pursuant to the Purchase Agreement. (l) Comply in all material respects with all applicable rules and regulations of the Commission and make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 not later than 45 days after the end of any attorney12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company after the effective date of the Registration Statement, accountant which statement shall conform to the requirements of Rule 158. (m) The Company may require each selling Holder to furnish to the Company information regarding such Holder and the distribution of such Registrable Securities as is required by law to be disclosed in the Registration Statement, and the Company may exclude from such registration the Registrable Securities of any such Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request. If the Registration Statement refers to any Holder by name or other agent retained by otherwise as the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties holder of any securities of the Company, then such Holder shall have the right to require (if 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 in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required. Each Holder covenants and cause agrees that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or 3(c)(vi), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3(j), or until it is advised in writing (the "Advice") by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (n) If (i) there is material non-public information regarding the Company which the Company's officersBoard of Directors (the "Board") reasonably determines not to be in the Company's best interest to disclose and which the Company is not otherwise required to disclose, directors and employees or (ii) 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 supply all publicly availablethe Company which the Board reasonably determines not to be in the Company's best interest to disclose, non-confidential information reasonably requested by then the attorneyCompany may (x) postpone or suspend filing of a registration statement for a period not to exceed 30 consecutive days or (y) postpone or suspend effectiveness of a registration statement for a period not to exceed 20 consecutive days; provided that the Company may not postpone or suspend effectiveness of a registration statement under this Section 3(n) for more than 45 days in the aggregate during any 12 month period; provided, accountant however, that no such postponement or agent suspension shall be permitted for consecutive 20 day periods arising out of the Purchasersame set of facts, circumstances or transactions.

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 In connection with any request by the provisions hereof to effect the registration of any Investor that Registrable Securities under be registered pursuant to Section 6.1, subject to the Securities Actprovisions of such Section, the Company will, as expeditiously as possibleparagraphs below shall be applicable: (a) The Company shall as expeditiously as reasonably practicable prepare and file with the Commission SEC a registration statement on any form for which the Registration Statement Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the registration of the Registrable Securities to be registered thereunder in accordance with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commissionintended method of distribution thereof, and use its best commercially reasonable efforts to cause the Registration Statement such filed registration statement to become and remain effective for a period of either (A) not less than (i) six months, (ii) if such registration statement relates to an underwritten offering, such longer period as, based upon the Effectiveness Period opinion of counsel for the underwriters, a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or (iii) continuously in the case of shelf registration statements, with any shelf registration statement shall be re-filed upon its expiration (or in each case such shorter period ending on the date that the securities covered by such shelf registration statement cease to constitute Registrable Securities) or (B) such shorter period as will terminate when all of the securities covered by such Registration Statement have been disposed of in accordance with the intended methods of disposition by the Investor set forth in such Registration Statement (but in any event not before the expiration of any longer period required under the Securities Act), and comply with the provisions of the Securities Act with respect theretoto the disposition of all securities covered by such Registration Statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the Investor set forth in such Registration Statement, and promptly provide cause the related prospectus 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 be supplemented by any prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities the securities covered by the Registration Statement and to keep such Registration Statement effective until Statement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the expiration of the Effectiveness Period;Securities Act. (cb) Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to the Purchaser such number of copies of the Registration Statement Investor and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Registration Statement; Company shall furnish to the Investor (dand its counsel) and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act, a copy of any transmittal letter or any correspondence to or received from the SEC and such other documents as the Investor (and its counsel) or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Investor. The Investor shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to the Investor and the Company shall 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 comply with such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for have any obligation to so modify any information if the Company reasonably expects that so doing would cause the prospectus to 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 statements therein not misleading. (c) After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such purpose registration statement during the applicable period in accordance with the intended methods of disposition by the Investor thereof set forth in such registration statement or supplement to such prospectus, and (iii) promptly notify the Investor of any stop order issued or threatened by the SEC suspending the effectiveness of such registration statement or any state securities commission and take its commercially reasonable efforts to prevent the entry of such stop order or to obtain the withdrawal of such order if entered. (d) To the extent any “free writing prospectus” (as defined in Rule 405 under the Securities Act) is used, the Company shall file with the SEC any free writing prospectus that is required to be filed by the Company with the SEC in accordance with the Securities Act and retain any free writing prospectus not required to be filed. (e) The Company shall use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by such registration statement and keep such registration or qualification effective under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor or each underwriter, if any, reasonably (in light of such member’s intended plan of distribution) requests and (ii) 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 and do any and all other acts and things that may be reasonably necessary or advisable to enable the Investor to consummate the disposition of the Registrable Securities owned by the Investor, provided, that the Company shall not 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 6.4(e), (B) subject itself to taxation in any such jurisdiction, or to (C) 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) The Company shall immediately notify the Purchaser Investor or each underwriter, if any, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening occurrence of any an event requiring the preparation of which the Company has knowledge as a result of which the Prospectus contained in supplement or amendment to such Registration Statementprospectus so that, as then in effectthereafter delivered to the purchasers of such Registrable Securities, includes such prospectus will not contain 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 and promptly prepare and make available to the circumstances then existing; andInvestor or underwriter, if any, and file with the SEC any such supplement or amendment. (g) make available for inspection by Subject to the Purchaser execution of confidentiality agreements satisfactory in form and substance to the Company in the exercise of its good faith judgment, pursuant to the reasonable request of the Investor or underwriter (if any), the Company will give to the Investor, each underwriter (if any) and their respective counsel and accountants (i) reasonable and customary access to its books and records and (ii) such opportunities to discuss the business of the Company with its directors, officers, employees, counsel and the independent public accountants who have certified its financial statements, as shall be appropriate, in the reasonable judgment of counsel to the Investor or underwriter, to enable them to exercise their due diligence responsibility, provided, that any attorney, accountant or other agent retained by such discussions shall be done in a manner so as to not unreasonably disrupt the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties operation of the business of the Company. (h) The Company shall use its commercially reasonable efforts to furnish to the Investor and to each such underwriter, if any, a signed counterpart, addressed to such Person or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as the Investor or underwriter reasonably requests. (i) The Investor shall promptly furnish in writing to the Company such information regarding itself and the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required or advisable in connection with such registration, and cause the Company shall include in any prospectus supplement or amendment such information as the Investor may reasonably request be included with respect to such matters. (j) The Investor and each underwriter, if any, agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6.4(f), the Investor or underwriter shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s or underwriter’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6.4(f), and, if so directed by the Company's officers, directors the Investor or underwriter shall deliver to the Company all copies, other than any permanent file copies then in the Investor’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 6.4(a)) by the number of days during the period from and employees including the date of the giving of notice pursuant to supply Section 6.4(f) to the date when the Company shall make available to the Investor a prospectus supplemented or amended to conform with the requirements of Section 6.4(f). (k) The Company shall use its commercially reasonable efforts to list all publicly availableRegistrable Securities covered by such registration statement on each securities exchange or quotation system on which similar securities of the Company are then listed or traded. (l) Notwithstanding anything herein to the contrary, non-confidential information the Company shall, to the extent the underwriter(s) in any such offering of Registrable Securities determine that the failure to do so would have a material adverse effect on such offering, including the price at which such Registrable Securities can be sold, have appropriate officers of the Company (i) prepare and make presentations at “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities, and (iii) otherwise use their commercially reasonable efforts to cooperate as reasonably requested by the attorneyunderwriters in the offering, accountant marketing or agent selling of the PurchaserRegistrable Securities; provided, that, notwithstanding the foregoing, for any Demand Registration, such officers of the Company shall not be required to participate in more than two (2) consecutive days of such presentations, road shows or any other marketing or selling events, or more than ten (10) days in any 365 day period. (m) The Company shall cooperate with the Investor to facilitate the timely delivery of Registrable Securities to be sold, which shall not bear any restrictive legends, and to enable such Registrable Securities to be issued in such denominations and registered in such names as the Investor may reasonably request at least two (2) Business Days prior to the closing of any sale of Registrable Securities. (n) The Company shall provide a transfer agent and registrar for all of the Registrable Securities no later than the effective date of the applicable registration statement. (o) In connection with any underwritten offering, the Company shall make such representations and warranties to the Investor and the underwriter(s), if any, with respect to the business of the Company and its Subsidiaries, and the registration statement, prospectus, and documents incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by the issuer in underwritten offerings, and, if true, make customary confirmations of the same if and when requested. (p) The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and any applicable national securities exchange. (q) The Company shall timely provide to its stockholders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

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, 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 (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 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 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 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 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 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 In connection with the Company is required by the provisions hereof to effect the Company's registration of any Registrable Securities under the Securities Actobligations hereunder, the Company will, as expeditiously as possibleshall: (a) In accordance with the Securities Act and the rules and regulations of the SEC, prepare and file with the Commission the SEC a Registration Statement in the form of an appropriate registration statement with respect to such the Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the such Registration Statement to become and remain continuously 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; (cb) furnish Furnish to the Purchaser each Holder participating in such registration (each of such Persons being referred to herein as a "Participant" in such registration) such reasonable number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) and such other documents as the Purchaser such Participant may reasonably may request in order to facilitate the public sale or disposition offering of the Registrable Securities covered by the Registration StatementSecurities; (dc) use Use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the such state securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser such Participants may reasonably request, ; provided, however, that the Company shall not for be obligated to file any such purpose be required general consent to service of process or to qualify generally to transact business as a foreign corporation in any jurisdiction where in which it is not so qualified or to consent subject itself to general service of process taxation in connection with any such jurisdictionregistration or qualification of such Securities; (d) Notify the Participants in such registration, promptly after it shall receive notice thereof, of the date and time when such 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; (e) list Notify the Registrable Securities covered Participants in such registration promptly of any request by the SEC for the amending or supplementing of such Registration Statement with any securities exchange on which the Common Stock of the Company is then listedor Prospectus or for additional information; (f) immediately Prepare and file with the SEC, promptly upon the request of any Participant in such registration, the Registration Statement and any amendments or supplements to such Registration Statement or Prospectus that, in the reasonable opinion of counsel for such Participants, is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the Securities by such Participants or to otherwise comply with the requirements of the Securities Act and such rules and regulations; (g) Prepare and promptly file with the SEC and promptly notify the Purchaser Participants in such registration of the filing of such amendments or supplements to such Registration Statement or Prospectus as may be necessary to correct any statements or omissions if, at any the time when a Prospectus relating thereto to such Securities is required to be delivered under the Securities Act, of the happening of any event of which has occurred as the Company has knowledge as a result of which the any such Prospectus contained in such Registration Statement, as or any other Prospectus then in effect, includes effect may 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 misleading; (h) Advise the Participants in light such registration, promptly after it shall receive notice or obtain knowledge thereof, of the circumstances then existing; andissuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (gi) Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make generally available for inspection by to the Purchaser and Company's security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any attorneytwelve (12) month period (or ninety (90) days, accountant or other agent retained by if such a period is a fiscal year) beginning with the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties first month of the Company's first fiscal quarter commencing after the effective date of a Registration Statement; (j) Not file any amendment or supplement to such Registration Statement or Prospectus to which a majority in interest of the Participants in such registration has 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 the rules and regulations thereunder, and cause after having been furnished with a copy thereof at least three (3) business days prior to the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested filing thereof unless the Company shall have been advised in writing by its counsel that such amendment is required under the Securities Act or the rules or regulations adopted thereunder in connection with the distribution of Securities by the attorney, accountant Company or agent of the PurchaserParticipants.

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 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. 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 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 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 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 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 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 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 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 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 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 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 upon request 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 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; (c) furnish Period applicable 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; (dc) use its commercially reasonable efforts to register or qualify the Purchaser's Holder’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 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; (ed) 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;listed (if applicable); and (fe) 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 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 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. (a) For any of the Registrable Securities described above which shall require registration by Company, the Company shall use its best efforts to effect, as promptly as practicable, the registration under the Securities Act of such Registrable Securities; provided, however, that Company will not be required to file any such registration statement during any period of time (not to exceed 45 days after such request in the case of clause (A) below or 90 days in the case of clauses (B) and (C) below) when (A) Company is in possession of material non-public information which it reasonably believes would be detrimental to be disclosed at such time and, based on consultation with counsel to Company, such information would have to be disclosed if a registration statement were filed at that time; (B) Company is required under the Securities Act to include audited financial statements for any period in such registration statement and such financial statements are not yet available for inclusion in such registration statement; or (C) only in the case of Demand Registrable Securities or Piggy-Back Securities, Company determines, in its reasonable good faith judgment, that such registration would interfere with any financing, acquisition or other material transaction involving Company or any of its affiliates. If consummation of the sale of any Registrable Securities pursuant to a registration hereunder does not occur within 180 days after the filing with the SEC of the initial registration statement, then such registration shall not be taken into account as an effective registration for purposes of the registration limit set forth in Section 3.2. Company shall use commercially reasonable efforts to cause any Registrable Securities registered pursuant to this Article III to be qualified for sale under the securities or Blue Sky laws of such jurisdictions as the Stockholders may reasonably request and shall continue such registration or qualification in effect in such jurisdiction; provided, however, that Company shall not be required to qualify to do business in, or consent to general service of process in, any jurisdiction by reason of this provision. (b) Company may include in any such registration any authorized but unissued shares of Common Stock for sale by the Company or any issued and outstanding shares of Common Stock for sale by others; provided, however, that, except as set forth in Section 3.1 hereof, the inclusion of such previously authorized but unissued shares by the Company or issued and outstanding shares of Common Stock by others in such registration shall not prevent the Stockholders from registering the entire number of shares requested and, in the event that the registration is, in whole or in part, an underwritten IPO and the underwriter determines and advises in writing that the inclusion of all shares proposed to be included in such registration and such previously authorized but unissued shares of Common Stock by Company and/or issued and outstanding shares of Common Stock by persons other than the Stockholders would interfere with the successful marketing (including pricing) of such securities, then, except as set forth in Section 3.1 hereof, such other previously authorized but unissued shares of Common Stock proposed to be included by the Company and issued and outstanding shares of Common Stock proposed to be included by persons other than the Stockholders shall be reduced or excluded from such registration (as the case may be) before any additional reduction shall be allocated to the shares. (c) If and whenever the Company is required by the provisions hereof to effect the registration of any of the Registrable Securities under the Securities ActAct as provided herein, the Company will, as expeditiously as possiblewill promptly: (ai) prepare 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 thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (bii) prepare 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 keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all such Registrable Securities and other securities covered by the Registration Statement such registration statement until such time as all of such Registrable Securities and to keep other securities have been disposed of in accordance with such Registration Statement effective until the expiration registration statement, but in no event for a period of the Effectiveness Periodless than ninety (90) days after such registration statement becomes effective; (ciii) furnish No such registration statement or amendment thereto shall be filed by the Company until the Stockholders shall have had a reasonable opportunity of not less than ten (10) days to review the same and to approve or disapprove any portion of such registration statement describing or referring to the Purchaser Stockholders; (iv) Furnish to the Stockholders such number of copies of such registration statement and of each such amendment and supplement thereto and such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectus) in such registration statement as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered requested by the Registration StatementStockholders; (dv) use 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 such other securities or "blue sky" Blue Sky laws of such other applicable states of jurisdictions within the United States as the Purchaser may Stockholders shall reasonably request, provided, however, except that (A) 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 not so qualified or nor subject itself to consent to general service of process taxation in any such jurisdiction;jurisdiction for such purpose; and (B) no such registration or qualification need be made in any jurisdiction which the managing underwriter, if any, determines will be excluded from the offering; and (vi) List the Registrable Securities on a securities exchange or consolidated reporting system if the listing of such securities is then permitted under the rules of such exchange or consolidated reporting system. (d) The costs and expenses (other than underwriting discounts and commissions) of all registrations and qualifications under the Securities Act and applicable state securities laws, and of all other actions the Company is required to take or effect pursuant to this Agreement shall be paid by the Company (including, without limitation, all registration and filing fees, printing expenses, fees and expenses of complying with Blue Sky laws, and fees and disbursements of counsel for the Company and of independent public accountants). (e) list The only representations and warranties the Stockholders shall be required to make in connection with any such underwriting or registration shall be with respect to the Stockholders’ ownership of the Registrable Securities covered to be sold by them and their ability to convey title thereto free and clear of all liens, encumbrances or adverse claims and such other customary representations and warranties reasonably requested by the Registration Statement underwriters, if any, and the Stockholders shall not be required to make any indemnity in connection therewith, except with any securities exchange on which respect to a material written misrepresentation by the Common Stock of the Company is then listed;Stockholders with respect to such underwriting or registration. (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required The Registrable Securities proposed to be delivered registered under any registration statement under this Article III shall be offered for sale at the Securities Act, same public offering price as the shares of the happening of any event of which Common Stock offered for sale by the Company has knowledge as a result of which the Prospectus contained in or any other selling stockholders covered by 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. (g) make available for inspection Notwithstanding any other provision of Sections 3.2 or 3.3, if the representative of the underwriter in such registration advises the Stockholders in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company held by other stockholders and securities offered by the Purchaser and any attorneyCompany shall be excluded from such registration to the extent so required by such limitation. If, accountant or other agent retained after the exclusion of such shares, further reductions are still required, the number of shares included in the registration by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties Stockholders shall be reduced by such minimum number of shares as is necessary to comply with such request. No securities excluded from the underwriting by reason 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 Purchaserunderwriter’s marketing limitation shall be included in such registration.

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 ActSection 2 hereof, the Company willwill use its best efforts to effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company will as expeditiously as possible: (a) a. prepare and file with the Commission the SEC, as soon as practicable, a Registration Statement relating to the applicable registration on any appropriate form under the Securities Act, which forms shall be available for the sale of the Registrable Securities in accordance with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commissionintended method or methods of distribution thereof and shall include all financial statements of the Company, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect effective; provided that before filing a Registration Statement or Prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of the Registration Statement, the Company will furnish to (i) one counsel selected by the holders of a majority of the shares of Registrable Securities covered by such Registration Statement, and promptly provide to (ii) the Purchaser underwriters, if any, copies of all filings such documents proposed to be filed, which documents will be subject to the review of such counsel and Commission letters underwriters, and the Company will not file any Registration Statement or amendment thereto or any Prospectus or any supplement thereto (including such documents incorporated by reference) to which such counsel or the underwriters, if any, shall reasonably object; and provided further that the Company shall have the right to delay filing or effectiveness of comment relating theretoa Registration Statement filed pursuant to Section 2(b) hereto or the commencement of a public distribution of Registrable Securities, as applicable, for up to 120 days if the Company's Board of Directors determines, in good faith, that the filing or effectiveness thereof or the commencement of such public distribution could materially interfere with a pending extraordinary transaction involving the Company or bona fide financing plans of the Company or would require disclosure of information, the premature disclosure of which would not be in the best interests of the Company, but no further delays will be permitted; (b) b. prepare and file with the Commission SEC such amendments and supplements post-effective amendments to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for the period set forth in Section 2(a) with respect to the Shelf Registration or nine months with respect to a Demand Registration, or such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of and all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until during the expiration applicable period in accordance with the intended method or methods of distribution by the Effectiveness Period; (c) furnish holders thereof set forth in such Registration Statement or supplement to the Purchaser such number of copies of Prospectus; the Company shall not be deemed to have used its best efforts to keep a Registration Statement and effective during the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request applicable period if it voluntarily takes or knowingly omits to facilitate the public sale or disposition take any action that would result in selling holders of the Registrable Securities covered thereby not being able to sell such Registrable Securities during that period unless such action is required under applicable law; provided that the foregoing shall not apply to actions or omissions taken by the Registration StatementCompany in good faith and for valid business reasons, including without limitation the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(l) hereof, if applicable; (d) use its commercially reasonable efforts to register or qualify c. notify the Purchaser's selling holders of Registrable Securities covered and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such advice in writing, (1) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement under or any post-effective amendment, when the securities same has become effective, (2) of any request by the SEC for amendments or "blue sky" laws supplements to the Registration Statement or the Prospectus or for additional information, (3) of such jurisdictions within the United States as issuance by the Purchaser may reasonably requestSEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, provided, however, that (4) if at any time the representations and warranties of the Company shall not contemplated by paragraph (n) below cease to be true and correct, (5) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for any such purpose be required to qualify generally to transact business as a foreign corporation sale 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 initiation or threatening of any event of which the Company has knowledge as a result of which the Prospectus contained in proceeding for 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; purpose 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 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 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 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 the 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 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 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 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 commercially reasonable best efforts to cause the Registration Statement filed in accordance with Section 2 or Section 3 to become and remain effective for as soon as practicable after the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies date of all filings and Commission letters of comment relating theretofiling thereof; (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, 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 best 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 that may be 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 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 qualify such securities for inclusion in 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 (g) 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 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 transferability of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested Registrable Securities (unless otherwise required by the attorney, accountant or agent of the Purchaserlaw).

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 In the case of each registration effected by the Company is required by the provisions hereof pursuant to effect the registration of any Registrable Securities under the Securities Actthis Article 2, the Company willshall keep each holder of Registrable Securities advised in writing as to the initiation of such registration and as to the completion thereof. At its expense, as expeditiously as possiblethe Company shall use its reasonable efforts to: (a) prepare and file with cause such registration to be declared effective by the Commission and, in the Registration Statement with respect to case of a Demand Registration, maintain 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 registration effective for a period of 180 days or until the Effectiveness Period with respect holders of Registrable Securities included therein have completed the distribution described in the registration statement relating thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretowhichever first occurs; (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 with such registration statement (including post-effective amendments) 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 Periodregistration statement; (c) furnish to the Purchaser such number of copies obtain appropriate qualifications 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 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 such registration under the state securities or "blue sky" laws of in such jurisdictions within as may be requested by the United States as the Purchaser may reasonably requestholders of Registrable Securities; PROVIDED, provided, howeverHOWEVER, that the Company shall not for any such purpose be required to qualify generally to transact business as file a foreign corporation in any jurisdiction where it is not so qualified or to general consent to general service of process in any jurisdiction in which it is not otherwise subject to service in order to obtain any such jurisdictionqualification; (d) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to a prospectus, as a holder of Registrable Securities from time to time may reasonably request; (e) list the notify each holder 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 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 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 or incomplete in the light of the circumstances then existing, and at the request of any such holder, 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 shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing; (f) cause all Registrable Securities covered by such registration to be listed on each securities exchange or inter-dealer quotation system on which similar securities issued by the Company are then listed; (g) provide a transfer agent and registrar for all Registrable Securities covered by such registration and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (h) otherwise 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 months, but not more than 18 months, beginning with the first month after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and (gi) make available for inspection by in connection with any underwritten Demand Registration, the Purchaser Company shall enter into an underwriting agreement reasonably satisfactory to the initiating holders containing customary underwriting provisions, including indemnification 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 Purchasercontribution provisions.

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 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 Section 7.01 or 7.02 to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as reasonably possible: (a) prepare and file with the Commission the Registration Statement SEC a registration statement with respect to such Registrable Securitiessecurities as soon as reasonably practicable after delivery of the applicable notice, respond as promptly as possible to and in any comments received from the Commissionevent within thirty (30) days thereof, and use its reasonable best efforts to cause the Registration Statement such registration statement to become effective within ninety (90) days after delivery of such notice and remain effective for the Effectiveness Period with respect theretoperiod of the distribution contemplated thereby (determined as hereinafter provided); provided, however, that that 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 ninety (90) days in any twelve-month period if in the reasonable judgment of the Company's Board of Directors it would be 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 SEC 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 sellers' intended method of disposition set forth in such registration statement for such period; provided, however, the holders hereby acknowledge that the Company may notify the holders of the suspension of the use of the prospectus forming a part of the registration statement until such time as an amendment to such registration statement has been filed by the Company and to keep such Registration Statement declared effective by the SEC or until the expiration Company has otherwise amended or supplemented such prospectus, and upon receipt of such notice the holders shall suspend the use of the Effectiveness Periodprospectus and shall not offer or sell any securities pursuant to said prospectus during the period commencing at the time at which the Company gives the holders notice of the suspension of the use of said prospectus and ending at the time the Company gives the holders notice that holders may thereafter effect sales pursuant to said prospectus. Notwithstanding anything herein to the contrary, the Company (i) shall not suspend use of the registration statement by holders unless such suspension is in the good faith opinion of the Company and its counsel advisable under the federal securities laws and the rules and regulations promulgated thereunder; and (ii) shall use its best efforts to amend to such registration statement or amend or supplement such prospectus as soon as practicable to again permit sales pursuant to said prospectus; (c) furnish to the Purchaser each seller of Registrable Securities and to each underwriter, if applicable, such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (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 immediately 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 and each underwriter, if applicable, 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 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 (gf) make available if the offering is underwritten and at the request of any seller of Registrable Securities, use its best efforts to furnish on the date that Registrable Securities are delivered to the underwriters for inspection by sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Purchaser Company for the purposes of such registration, addressed to the underwriters and any attorneyto such seller, accountant or other agent 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 PurchaserCompany, all publicly availableaddressed to the underwriters and to such seller, non-confidential financial in form and other recordssubstance as is customarily given in an underwritten public offering. For purposes of Section 7.03(a) and (b), pertinent corporate documents and properties the period of distribution of Registrable Securities in any registration shall be deemed to extend until the earlier of the Company, sale of all Registrable Securities covered thereby and cause one hundred twenty (120) days after 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 Purchasereffective date thereof.

Registration Procedures. If and whenever (i) Whenever the Company is required by the provisions hereof to effect the registration of Holder requests that any Registrable Securities be registered pursuant to Sections 3(a) or (b) hereof, the Company will as expeditiously as possible prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on any form reasonably acceptable to the Holder for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable efforts to cause such filed registration statement to become and remain effective until the earlier of (A) the date as of which the Holder may sell all of the Registrable Securities covered by such registration statement without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the Securities Act or (B) the date on which the Holder shall have sold all of the Registrable Securities covered by such registration statement (the “Registration Period”). The Company shall ensure that each registration statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a registration statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424 promulgated 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 keep such registration statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement and to keep such Registration Statement effective until such time as all of such Registrable Securities shall have been disposed of in accordance with the expiration intended methods of disposition by the Effectiveness Period;seller or sellers thereof as set forth in such Registration Statement. (cii) The Company shall permit the Holder to review (A) a registration statement at least three (3) Trading Days prior to its filing with the SEC and (B) all amendments and supplements to all registration statements (except for Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q or any similar or successor reports) within a reasonable number of days prior to their filing with the SEC. The Company shall furnish to the Purchaser Holder whose Registrable Securities are included in a registration statement, without charge, (1) copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to any registration statement, (2) promptly after the same is prepared and filed with the SEC, one copy of any registration statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by the Holder, and all exhibits and (3) upon the effectiveness of any registration statement, such number of copies of the Registration Statement prospectus included in such registration statement and all amendments and supplements thereto as the Prospectus included therein Holder may reasonably request. (iii) The Company shall use its reasonable efforts to (A) register and qualify, unless an exemption from registration and qualification applies, the resale by the Holder under such other securities or “blue sky” laws of all applicable jurisdictions in the United States, (B) prepare and file in those jurisdictions, such amendments (including each preliminary Prospectuspost-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the Purchaser effectiveness thereof during the Registration Period, (C) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (D) take all other actions reasonably may request necessary or advisable to facilitate the public sale or disposition of qualify 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 for sale in such jurisdictions within the United States as the Purchaser may reasonably request, jurisdictions; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business in connection therewith or as a foreign corporation condition thereto to (1) make any change to its certificate of incorporation or bylaws, (2) qualify to do business in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this Section 3(d), (3) subject itself to general taxation in any such jurisdiction, or to (4) file a general consent to general service of process in any such jurisdiction; (e) list . The Company shall promptly notify the Holder of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities covered by for sale under the Registration Statement with securities or “blue sky” laws of any securities exchange on which jurisdiction in the Common Stock United States or its receipt of notice of the Company is then listed;initiation or threatening of any proceeding for such purpose. (fiv) immediately The Company shall notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, Holder in writing of the happening of any event event, as promptly as reasonably practicable after becoming aware of which the Company has knowledge such event, as a result of which the Prospectus contained prospectus included in such Registration Statementa registration statement, as then in effect, includes an untrue statement of a material fact or omits omission 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 (provided that in no event shall such notice contain any material, nonpublic information), promptly prepare a supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment to the Holder as the Holder may reasonably request. The Company shall also promptly notify the Holder in writing (A) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a registration statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to each the Holder by facsimile or e-mail on the same day of such effectiveness and by overnight mail), (B) of any request by the SEC for amendments or supplements to a registration statement or related prospectus or related information, and (C) of the Company’s reasonable determination that a post-effective amendment to a registration statement would be appropriate. (gv) If the Holder is required under applicable securities laws to be described in the registration statement as an underwriter, at the reasonable request of the Holder, the Company shall furnish to the Holder, on the date of the effectiveness of the registration statement and thereafter from time to time on such dates as the Holder may reasonably request (A) a letter, dated as of such date, from the Company’s independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Holder, and (B) an opinion, dated as of such date, of counsel representing the Company for purposes of such registration statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Holder. (vi) Upon the written request of the Holder in connection with the Holder’s due diligence requirements, if any, the Company shall make available for inspection by the Purchaser and any attorney, accountant Holder or other agent agents retained by the PurchaserHolder (collectively, the “Inspectors”), all publicly available, non-confidential pertinent financial and other records, and pertinent corporate documents and properties of the CompanyCompany (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and cause the Company's ’s officers, directors and employees to supply all publicly availableinformation which any Inspector may reasonably request; provided, however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to the Holder) or use of any Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (A) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any registration statement or is otherwise required under the Securities Act, (B) the release of such Records is ordered pursuant to a final, non-confidential appealable subpoena or order from a court or government body of competent jurisdiction, or (C) the information in such Records has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Holder agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein shall be deemed to limit the Holder’s ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations. (vii) The Company shall hold in confidence and not make any disclosure of information concerning the Holder provided to the Company unless (A) disclosure of such information is necessary to comply with federal or state securities laws, (B) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any registration statement, (C) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (D) such information has been made generally available to the public other than by disclosure in violation of this Warrant. The Company agrees that it shall, upon learning that disclosure of such information concerning the Holder is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Holder and allow the Holder, at the Holder’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information. (viii) The Company shall use its reasonable efforts either to cause all of the Registrable Securities covered by a registration statement to be listed or quoted on each securities exchange, bulletin board or quotation system on which securities of the same class or series issued by the Company are then listed or quoted. (ix) The Company shall cooperate with the Holder and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a registration statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Holder may reasonably request and registered in such names as the Holder may request. (x) If requested by the Holder, the Company shall (A) as soon as reasonably practicable incorporate in a prospectus supplement or post-effective amendment such information as the Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (B) as soon as reasonably practicable make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (C) as soon as reasonably practicable, supplement or make amendments to any registration statement if reasonably requested by the attorney, accountant Holder. (xi) The Company shall use its reasonable efforts to cause the Registrable Securities to be registered with or agent approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities. (xii) The Company shall otherwise use its reasonable efforts to comply with all applicable rules and regulations of the PurchaserSEC in connection with any registration hereunder. (xiii) Within two (2) Trading Days after a registration statement which covers Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Holder) confirmation that such registration statement has been declared effective by the SEC.

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 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 In connection with the Registration to be effected pursuant to the Resale Shelf Registration Statement, and whenever the Holders have requested that any Registrable Securities be registered pursuant to this Agreement, the Company is required by the provisions hereof shall use its commercially reasonable efforts to effect the registration of any such Registrable Securities under in accordance with the Securities Act, intended method of disposition thereof (to the extent consistent with the obligations of the Company willpursuant to Section 1 of this Agreement), and pursuant thereto the Company shall as expeditiously as reasonably possible: (a) prepare in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder and file with the Commission the a Registration Statement Statement, and all amendments and supplements thereto and related Prospectuses as may be necessary to comply with applicable securities laws, 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 (provided that at least five (5) Business Days before filing a Registration Statement or Prospectus or any amendments or supplements thereto, and promptly provide the Company shall furnish to counsel selected by the Purchaser Applicable Approving Party copies of all filings such documents proposed to be filed, which documents shall be subject to the review and Commission letters comment of comment relating theretosuch counsel); (b) notify each holder of Registrable Securities of (i) the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose, (ii) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (iii) the effectiveness of each Registration Statement filed hereunder; (c) 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 for a period ending when all of the securities covered by such Registration Statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such Registration Statement (but not in any event before the expiration of any longer period required under the Securities Act) and 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; (cd) furnish to the Purchaser each seller of Registrable Securities thereunder such number of copies of the such Registration Statement Statement, each amendment and supplement thereto, the Prospectus included therein in such Registration Statement (including each preliminary Prospectus) 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 Holder; (de) during any period in which a Prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission, including pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Act; (f) 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 within the United States as the Purchaser Applicable Approving Party reasonably requests and do any and all other acts and things which may be reasonably request, provided, however, necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall 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 or otherwise be required to qualify but for this Section 3(f), (ii) consent to general service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction); (eg) list the promptly notify in writing each seller of such Registrable Securities covered (i) after it receives notice thereof, of the date and time when such Registration Statement and each post-effective amendment thereto has become effective or a Prospectus or supplement to any Prospectus relating to a Registration Statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (ii) after receipt thereof, of any request by the Commission for the amendment or supplementing of such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; or Prospectus or for additional information, 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 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 seller, the circumstances then existing; andCompany promptly shall prepare, file with the Commission and furnish to each 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 shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (gh) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed, if any; (i) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement; (j) enter into and perform such customary agreements and take all such other actions as the Applicable Approving Party reasonably requests in order to expedite or facilitate the disposition of such Registrable Securities; (k) make available for inspection by the Purchaser and any seller of Registrable Securities, any attorney, accountant or other agent retained by the Purchaserany such seller, all publicly available, non-confidential financial and other records, pertinent corporate and business documents and properties of the CompanyCompany as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors managers, directors, employees, agents, representatives 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; (l) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the PurchaserCommission; (m) permit any holder of Registrable Securities who, in its good faith judgment (based on the advice of counsel), could reasonably be expected to be deemed to be an underwriter or a controlling Person of the Company to participate in the preparation of such registration or comparable statement and to require the insertion therein of material furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included; (n) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Common Stock included in such Registration Statement for sale in any jurisdiction, the Company shall use its commercially reasonable efforts promptly to obtain the withdrawal of such order; (o) use its commercially 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 as may be reasonably and customarily necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; (p) cooperate with the holders of Registrable Securities covered by the Registration Statement 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 such holders may request; and (q) cooperate with each holder of Registrable Securities covered by the Registration Statement participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA.

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. If and whenever the Company Public is required by the provisions hereof to use its best ----------------------- efforts to effect or cause the registration of any Registrable Securities under the Securities ActAct as provided in this Agreement, and in connection with the Company filing of the Public Shelf Registration Statement as provided in the Merger Agreement, Public will, as expeditiously as possible: (a) in the case of a registration as provided in this Agreement, use its best efforts to prepare and file with the Commission the Registration Statement SEC within 30 days after receipt of a request for registration with respect to such Registrable Securities, respond as promptly as possible to a registration statement on any comments received from form for which Public then qualifies or which counsel for Public shall deem appropriate, and which form shall be available for the Commissionsale of the Registrable Securities in accordance with the intended methods of distribution thereof, and use its best efforts to cause the Registration Statement such registration statement to become and remain effective as promptly as practicable, subject to the right of Blackstone to defer Public's request for the Effectiveness Period acceleration of effectiveness of any such registration statement as may be necessary to accommodate the anticipated timetable for such offering; provided that before filing with respect the SEC a registration statement or prospectus or any amendments or supplements thereto, and promptly provide Public will (i) furnish to the Purchaser selling Holders copies of the form of preliminary prospectus proposed to be filed and furnish to counsel of the selling Holders copies of all filings such documents proposed to be filed, which documents will be subject to the review of such counsel and Commission letters shall not be filed without the approval of comment relating thereto;such counsel (which approval shall not be unreasonably withheld) and (ii) notify the selling Holders of any stop order issued or threatened by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered; and, in the case of the Public Shelf Registration Statement, in the event that Public was not permitted by the SEC to include in the S-4 Registration Statement a re-offering prospectus (which shall include a description of the plan of distribution for the Registrable Securities) covering the resale from time to time of the Registrable Securities, then Public shall file such re-offering prospectus as a post- effective amendment to the S-4 Registration Statement promptly after the Effective 9 Time (as defined in the Merger Agreement), but in no event later than 15 days after the Effective Time, and use all reasonable efforts to keep the Public Shelf Registration Statement (as defined in the Merger Agreement) effective until the earliest to occur of: (i) such date as all of the Registrable Securities have been resold, (ii) such time as all of the Registrable Securities can be resold pursuant to Rule 144(k) under the Securities Act and (iii) the third anniversary of the Effective Time. (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 keep such registration statement effective for a period of not less than 180 days or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during such period in accordance with the Registration Statement and to keep intended methods of disposition by the sellers thereof set forth in such Registration Statement effective until the expiration of the Effectiveness Periodregistration statement; (c) promptly furnish to the Purchaser each Holder and each underwriter, if any, of Registrable Securities covered by such registration statement such number of copies of such registration statement, each amendment and supplement thereto (in each case including all financial statements, schedules and exhibits thereto), the Registration Statement and the Prospectus prospectus included therein in such registration statement (including each preliminary Prospectus) prospectus), in conformity with the requirements of the Securities Act, copies of any correspondence with the SEC or its staff relating to the registration statement and such other documents as the Purchaser any Holder or underwriter may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered by the Registration StatementSecurities; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the securities or "blue sky" sky laws of such jurisdictions within as any Holder or each underwriter, if any, reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder and each underwriter, if any, to consummate the United States as disposition in such jurisdictions of the Purchaser may reasonably request, provided, however, Registrable Securities; provided that the Company shall Public 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 paragraph (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 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 selling Holders (the facts prompting which notification the selling Holders shall keep confidential) 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 comes to Public's attention if as a result of which such event 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 any material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, and Public will promptly prepare and furnish to the selling Holders 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 required to be stated therein or necessary to make the circumstances then existing; andstatements therein not misleading; (f) use its best efforts to prevent the issuance of and obtain the withdrawal of any stop order suspending the effectiveness of a registration statement relating to the Registrable Securities or of any order preventing or suspending the use of any preliminary or final prospectus at the earliest practicable moment; (g) if requested by the managing underwriter or underwriters or any Holder, immediately incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriters and each applicable selling Holder agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post- effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; (h) cooperate with the Holders and the managing underwriters, if any, 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 managing underwriters may request prior to any sale of the Registrable Securities to the underwriters; (i) use its best efforts to cause all such Registrable Securities to be listed on a national securities exchange or quotation system, and on each securities exchange or quotation system on which similar securities issued by Public are then listed, and enter into such customary agreements including a listing application and indemnification agreement in customary form, provided that the applicable listing requirements are satisfied, and to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement no later than the effective date of such registration statement; (j) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as a selling Holder or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including customary indemnification and supporting Holders' efforts to execute block trades with institutional buyers, including without limitation, making appropriate members of senior management of Public available (subject to consulting with them in advance as to schedule) for customary participation in telephonic, in-person conferences or "road show" presentations to potential investors; (k) make available for inspection by the Purchaser selling Holders, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any Holder or underwriter (collectively, the Purchaser"Inspectors"), all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the CompanyPublic and its subsidiaries, if any, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyPublic's and its subsidiaries' officers, directors and employees to supply all publicly available, non-confidential information and respond to all inquiries reasonably requested by any such Inspector in connection with such registration statement; (l) use its best efforts to obtain (i) an opinion or opinions of counsel to Public and (ii) a "cold comfort" letter or letters from Public's independent public accountants in customary form and covering such matters of the attorneytype customarily covered by opinions and "cold comfort" letters as the selling Holders or the underwriter requests; (m) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, accountant and make available to its security holders, within the required time periods, an earnings statement covering a period of at least twelve months, beginning with the first month after the effective date of the registration statement (as the term "effective date" is defined in Rule 158(c) under the Securities Act), which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder or any successor provisions thereto; (n) promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after initial filing of the registration statement), provide copies of such document to counsel to the selling Holders and to the managing underwriters, if any, make Public's representatives available for discussion of such document and give due consideration to changes in such document prior to the filing thereof as counsel for the selling Holders may propose; (o) promptly notify the selling Holders, counsel for the selling Holders and the managing underwriter or agent, (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of the receipt of any comments from the SEC, (iii) of any request of the SEC to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the 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; (p) cooperate with the selling Holders 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 or any other securities exchange and/or the NASD; (q) in the case of a Public Shelf Registration Statement, upon the occurrence or any event contemplated by clause (e) above, prepare and file with the SEC a post-effective amendment to the Public Shelf Registration Statement or a supplement to the prospectus or any other required document so that, as thereafter delivered to the purchasers of the Purchasersecurities being sold thereunder, such prospectus will 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 statements therein not misleading; and (r) in the case of a Public Shelf Registration Statement, promptly notify the selling Holders, counsel for the selling Holders and any managing underwriter or agent and confirm the notice in writing, (i) when the Public Shelf Registration Statement, or any post-effective amendment to the Public Shelf Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of the receipt of any comments from the SEC, (iii) of any request of the SEC to amend the Public Shelf Registration Statement or amend or supplement the prospectus or for additional information, (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the Public Shelf Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Public Shelf Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes and (v) of Public's reasonable determination that a post-effective amendment to the Public Shelf Registration Statement would be appropriate. It shall be a condition precedent to the obligation of Public to take any action pursuant to this Agreement in respect of the Registrable Securities which are to be registered at the request of any Holder that such Holder shall furnish to Public such information regarding the Registrable Securities held by such Holder and the intended method of disposition thereof as Public shall reasonably request in connection with such registration. Each Holder agrees that, upon receipt of any notice from Public of the happening of any event of the kind described in Section 5(e) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder receives the copies of the prospectus supplement or amendment contemplated by Section 5(e) hereof, and, if so directed by Public, such Holder will deliver to Public (at Public's expense) all copies, other than permanent file copies, then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event Public shall give any such notice, the period mentioned in Section 5(b) hereof shall be extended by the greater of (i) three months or (ii) the number of days during the period from and including the date of the giving of such notice pursuant to Section 5(e) hereof to and including the date when such Holder shall have received the copies of the prospectus supplement or amendment contemplated by Section 5(e) hereof.

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; (cb) upon the effectiveness of the Registration Statement, 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; (dc) 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; (ed) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (fe) 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 (gf) make available for inspection by the Purchaser Purchasers and any attorney, accountant or other agent retained by the PurchaserPurchasers, upon reasonable prior notice, 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 PurchaserPurchasers.

Registration Procedures. If and whenever In the case of each registration effected by the Company is required by the provisions hereof pursuant to effect the registration of any Registrable Securities under the Securities ActArticle 7, the Company will, as expeditiously as possible: (a) prepare furnish to the Purchaser prior to the filing of the requisite Registration Statement copies of drafts of such Registration Statement as is proposed to be filed, and file with thereafter such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the Prospectus included in such registration statement (including each preliminary prospectus) and such other documents in such quantities as the Purchaser may reasonably request from time to time in order to facilitate its distribution; (b) notify the Purchaser promptly of any request by the Commission for the amending or supplementing of such Registration Statement with respect to or Prospectus or for additional information; (c) advise the Purchaser promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of any such Registrable Securities, respond as promptly as possible to Registration Statement or amendment thereto or of the initiation or threatening of any comments received from the Commissionproceeding for that purpose, and promptly use its best efforts to cause prevent the Registration Statement issuance of any stop order or to become and remain effective for the Effectiveness Period with respect thereto, and obtain its withdrawal promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission if such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may stop order should 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 Statementissued; (d) use its commercially all reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement Purchased Shares under the such other securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser may (or the managing underwriter, in the case of underwritten offerings) reasonably request, provided, however, requests; provided that the Company shall not for any such purpose be required to qualify generally to transact do business as a foreign corporation or become subject to service of process or taxation in any jurisdiction where in which it is not already so qualified or to consent to general service of process in any such jurisdictionsubject; (e) list use all reasonable efforts to cause the Registrable Securities covered by Purchased Shares included in the Registration Statement with any registration statement to be listed on a securities exchange or authorized for quotation on a national quotation system on which any of the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Purchaser, at any time when a Prospectus prospectus relating thereto to the proposed sale 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 registration statement or amendment 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 therein, in light of the circumstances then existingunder which they were made, not misleading, and the Company will prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the Purchased Shares, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) make available for inspection by enter into customary agreements (including without limitation, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or 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 Purchased Shares included in 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 Purchaserregistration statement.

Registration Procedures. If and whenever (a) Whenever the Stockholder has requested that any Registrable Securities be registered pursuant to this Agreement, the Company is required by the provisions hereof shall use its reasonable best efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the Securities ActStockholder’s intended method of disposition thereof, and pursuant thereto the Company will, as expeditiously as possibleshall: (ai) (A) prepare and file with the Securities and Exchange Commission the a Registration Statement (of the form stipulated by this Agreement, if applicable) with respect to such Registrable SecuritiesSecurities as soon as reasonably practicable, but in any event within twenty (20) Business Days, if a Short-Form Registration, and thirty (30) Business Days, if a Long-Form Registration, following the date of a demand for registration pursuant to Section 1(a) or Section 1(b) of this Agreement, as applicable, and (B) use its reasonable best efforts to cause such Registration Statement (1) to become effective as soon as practicable, and in any event within fifteen (15) days, if the Securities and Exchange Commission indicates it will not review the Registration Statement, and ninety (90) days, if the Securities and Exchange Commission indicates it will review the Registration Statement, in each case, following the date of filing such Registration Statement (provided that before filing a Registration Statement or prospectus or any amendments or supplements thereto, the Company shall furnish to one counsel selected by the Stockholder copies of all such documents proposed to be filed, which documents shall be subject to the reasonable review and comment of such counsel) and (2) to remain effective and in compliance with the provisions of the Securities Act until all Registrable Securities (and any other securities, if applicable) covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn; (ii) respond as promptly as possible to any written comments received from the Commission, Securities and use its best efforts to cause the Exchange Commission upon a review of any 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 theretoin a timely manner; (biii) promptly notify the Stockholder of the effectiveness of each Registration Statement filed hereunder; by 11:00 a.m. (New York time) on the second Business Day following such effectiveness, file with the Securities and Exchange Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement; and prepare and file with the Securities and Exchange Commission such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith therewith, and otherwise take such actions, as may be necessary to keep such Registration Statement effective until the earlier of (A) the date as of which the Stockholder may sell all of the Registrable Securities covered by such Registration Statement pursuant to Rule 144 under the Securities Act without limitation, restriction or condition thereunder, and (B) the date on which all of such Registrable Securities have been disposed of by the Stockholder, and 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; (civ) promptly furnish to the Purchaser Stockholder such number of 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 Stockholder may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration StatementStockholder; (dv) if applicable, use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities shares covered by the such Registration Statement under the such other securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser Stockholder shall reasonably request and do any and all other acts and things which may be reasonably request, provided, however, necessary or advisable to enable the Stockholder to consummate the disposition in such jurisdictions of the Registrable Securities owned by the Stockholder (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 subparagraph, (B) subject itself to taxation in any such jurisdiction or to (C) consent to general service of process in any such jurisdiction); (evi) 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 Stockholder 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 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, as expeditiously as possible following the happening of such event, 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; (vii) use its reasonable best efforts to (x) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or (y) if such listing is not then permitted, or no similar securities issued by the Company are then so listed, secure a designation and quotation of all of the circumstances then existing; andRegistrable Securities covered by each Registration Statement on the OTC Bulletin Board; (gviii) enter into and perform such customary agreements (including underwriting agreements in customary form) and use its reasonable best efforts to take all such other actions as the Stockholder or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split or a combination of shares); (ix) make available for inspection by the Purchaser 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 ’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; (x) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the PurchaserSecurities and Exchange 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 beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, and which requirement will be deemed satisfied if the Company timely files complete and accurate information on Forms 10-Q and 10-K and Current Reports on Form 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act; (xi) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such Registration Statement for sale in any jurisdiction, the Company shall promptly notify the Stockholder and use its reasonable best efforts promptly to obtain the withdrawal of such order; (xii) use its reasonable best efforts to cause such Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Stockholder thereof to consummate the disposition of such Registrable Securities; and (xiii) cooperate with the Stockholder and any broker or dealer through which the Stockholder proposes to sell its Registrable Securities in effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by the Stockholder. (b) If the Stockholder has requested that any Registrable Securities be registered pursuant to this Agreement, it shall deliver to the Company such requisite information with respect to itself and its Registrable Securities as the Company may reasonably request for inclusion in the Registration Statement (and the prospectus included therein) as is necessary to comply with all applicable rules and regulations of the Securities and Exchange Commission, and will promptly notify the Company of the happening of any event as a result of which any information set forth in the Registration Statement furnished by or regarding the Stockholder, its Registrable Securities or its plan of distribution contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading. (c) The Stockholder shall not effect sales of any securities covered by the Registration Statement (i) prior to the withdrawal 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 registration or qualification of any Registrable Securities included in the Registration Statement for sale in any jurisdiction where such shares had previously been registered or qualified or (ii) after receipt of facsimile or other written notice from the Company instructing the Stockholder to suspend sales to permit the Company to correct or update the Registration Statement or prospectus until the Stockholder receives copies of a supplemented or amended prospectus that corrects any such misstatement(s) or omission(s) and receives notice that any required post-effective amendment has become effective. The Stockholder agrees that it will immediately discontinue offers and sales of Registrable Securities under the Registration Statement until the Stockholder receives copies of a supplemented or amended prospectus that corrects any such misstatement(s) or omission(s) and receives notice that any post-effective amendment has become effective. (d) Notwithstanding anything herein to the contrary, the Company shall have the right to suspend the use of a Registration Statement for a period of not greater than forty-five (45) consecutive days and for not more than ninety (90) days in any twelve (12) month period (“Blackout Period”), if, in the good faith opinion of the Board of Directors, after consultation with counsel, material, nonpublic information exists, including, without limitation, the proposed acquisition or divestiture of assets by the Company, a strategic alliance or a financing transaction involving the Company or the existence of pending material corporate developments, the public disclosure of which would be necessary to cause the Registration Statement to be materially true and to contain no material misstatements or omissions, and in each such case, where, in the good faith opinion of the Board of Directors, such disclosure would be reasonably likely to have a material adverse effect on the Company or on the proposed transaction. The Company must give the Stockholder notice promptly upon knowledge that a Blackout Period (without indicating the nature of such Blackout Period) may occur and prompt written notice if a Blackout Period will occur. Upon the conclusion of a Blackout Period, the Company shall provide the Stockholder written notice that the Registration Statement is again available for use. (e) In the event the Stockholder’s Registrable Securities cease to be Registrable Securities pursuant to clauses (C) or (D) of the definition of “Registrable Securities” in Section 10, the Company shall, if requested by the Stockholder, use reasonable best efforts to assist the Stockholder in effecting the transfer or sale of such securities in accordance with Rule 144 (or any similar provisions then in force) under the Securities Act, including without limitation, providing customary instructions, opinions or other documentation or actions required to effect a transfer or sale of such 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 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 In the case of such registration, qualification or compliance effected by the Company is required by pursuant to this Section 8, the provisions hereof to effect the registration Company will keep each holder of any Registrable Securities under participating therein advised in writing as to the Securities Actinitial filing of each registration, qualification and compliance and as to the completion thereof. At its expense, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect keep such registration, qualification or compliance pursuant 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 Sections 8.1 or 8.2 effective for a period of 180 days or until the Effectiveness Period with respect holders of Registrable Securities participating therein have completed the distribution described in the registration statement relating thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretowhichever occurs first; (b) prepare furnish such number of prospectuses and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith other documents incident thereto as may be necessary to comply with the provisions a holder of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and participating therein from time to keep such Registration Statement effective until the expiration of the Effectiveness Periodtime may reasonably request; (c) furnish to make available, upon reasonable notice and during business hours, for inspection by the Purchaser such number of copies managing underwriter all financial and other records, pertinent corporate documents, agreements and properties of the Registration Statement Company as shall be reasonably necessary to enable such managing underwriter to exercise its due diligence responsibilities, and cause the Prospectus included therein (including each preliminary Prospectus) as Company's officers, directors and employees to supply all information reasonably requested by such managing underwriter in connection with the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statementregistration; (d) use its commercially reasonable efforts to register or qualify during the Purchaser's Registrable Securities covered by period when 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 registration is required to be delivered under effective, notify the holders of the Registrable Securities Act, participating in the registration 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 the registration 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 misleading, and the Company will forthwith prepare a supplement or amendment to such prospectus or take other appropriate action so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement or a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) cause such Registrable Securities included in light of the circumstances registration to be listed or authorized for trading on each securities exchange (including, for this purpose, the NASDAQ National Market System or NASDAQ SmallCap System) on which similar securities issued by the Company are then existingtraded; provided that the Company is eligible to do so under applicable listing requirements; and (gf) make available for inspection by the Purchaser otherwise use its best efforts to comply 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, Securities and cause Exchange Commission (the Company's officers, directors "Commission") and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserterms and provisions of this Agreement.

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 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 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 possibleshall: (a) In accordance with the Securities Act and the rules and regulations of the Commission, prepare and file with the Commission the a Registration Statement in the form of an appropriate registration statement with respect to such the Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the such Registration Statement to become and remain continuously effective for until the Effectiveness Period with respect theretoearlier of (i) the time that set forth in Section 3(a) above, and promptly provide to (ii) two years after such Registration Statement has been declared effective; provided that, if for any portion of such two year period the Purchaser copies Registration Statement is not effective, then such two year requirement for maintaining the effectiveness of all filings the Registration Statement shall be extended by the length of such interruption(s), and Commission letters of comment relating thereto; (b) shall prepare and file with the Commission such amendments to such Registration Statement and supplements to the Registration Statement and the Prospectus used in connection therewith contained therein 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 Periodand such Registration Statement and Prospectus accurate and complete during such period; (cb) furnish Furnish to the Purchaser each Holder participating in such registration (each of such Persons being referred to herein as a "Participant" in such registration) such reasonable number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) and such other documents as the Purchaser such Participant may reasonably may request in order to facilitate the public sale or disposition offering of the Registrable Securities covered by the Registration StatementSecurities; (dc) use Use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the such state securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser such Participants may reasonably request, ; provided, however, that the Company shall not for be obligated to file any such purpose be required general consent to service of process or to qualify generally to transact business as a foreign corporation in any jurisdiction where in which it is not so qualified or to consent subject itself to general service of process taxation in connection with any such jurisdictionregistration or qualification of such Securities; (d) Notify the Participants in such registration, promptly after it shall receive notice thereof, of the date and time when such 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; (e) list Notify the Registrable Securities covered Participants in such registration promptly of any request by the Commission for the amending or supplementing of such Registration Statement with any securities exchange on which the Common Stock of the Company is then listedor Prospectus or for additional information; (f) immediately Prepare and file with the Commission, promptly upon the request of any Participant in such registration, the Registration Statement and any amendments or supplements to such Registration Statement or Prospectus that, in the reasonable opinion of counsel for such Participants, is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the Securities by such Participants or to otherwise comply with the requirements of the Securities Act and such rules and regulations; (g) Prepare and promptly file with the Commission and promptly notify the Purchaser Participants in such registration of the filing of such amendments or supplements to such Registration Statement or Prospectus as may be necessary to correct any statements or omissions if, at any the time when a Prospectus relating thereto to such Securities is required to be delivered under the Securities Act, of the happening of any event of which has occurred as the Company has knowledge as a result of which the any such Prospectus contained in such Registration Statement, as or any other Prospectus then in effect, includes effect may 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 misleading; (h) Advise the Participants in light such registration, promptly after it shall receive notice or obtain knowledge thereof, of the circumstances then existing; andissuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (gi) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available for inspection by to the Purchaser and Company's security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any attorneytwelve (12) month period (or ninety (90) days, accountant or other agent retained by if such a period is a fiscal year) beginning with the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties first month of the Company's first fiscal quarter commencing after the effective date of a Registration Statement; (j) Not file any amendment or supplement to such Registration Statement or Prospectus to which a majority in interest of the Participants in such registration has 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 the rules and regulations thereunder, and cause after having been furnished with a copy thereof at least three (3) business days prior to the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested filing thereof unless the Company shall have been advised in writing by its counsel that such amendment is required under the Securities Act or the rules or regulations adopted thereunder in connection with the distribution of Securities by the attorney, accountant Company or agent of the PurchaserParticipants.

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 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 ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserPurchasers.

Registration Procedures. If and whenever the Company Whenever it is required by the provisions hereof obligated to effect the registration of register any Registrable Securities under the Securities ActRestricted Stock pursuant to this Agreement, 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, Restricted Stock in the manner set forth in Section 7(b) hereof and use its reasonable best efforts to cause the such Registration Statement to become be declared effective by the SEC as soon as reasonably practicable thereafter and to remain effective until the earlier of: (A) the date all shares of Restricted Stock covered thereby have been sold, (B) the date that Rule 144 of the Securities Act is available for the Effectiveness Period Selling Stockholder to immediately, freely resell without restriction all Restricted Stock covered thereby, or (C) 180 days from the effective date of the first Registration Statement filed by the Company with the SEC pursuant to this Agreement or, with respect theretoto any subsequent Registration Statement, and promptly provide to 180 days from the Purchaser copies effective date of all filings and Commission letters of comment relating theretosuch Registration Statement; (bii) prepare and file with the Commission SEC such amendments (including post-effective 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 period specified in Section 7(c)(i) above and to 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 in accordance with the expiration intended method of the Effectiveness Perioddisposition set forth in such Registration Statement for such period; (ciii) furnish to the Purchaser Selling Stockholders such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such person may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities Restricted Stock covered by the such Registration Statement; (div) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Restricted Stock covered by the such Registration Statement under the state securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may any Selling Stockholder shall 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; (ev) list in the Registrable Securities covered by event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the Registration Statement with any securities exchange on which the Common Stock managing underwriter(s) of the Company is then listedsuch offering. Each Selling Stockholder participating in such underwriting shall also enter into and perform its obligations under such an agreement, as described in Section 7(b)(ii); (fvi) immediately notify the Purchaser each Selling Stockholder 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 a material fact required or necessary to be stated therein in order to make the statements contained therein not misleading in light of the circumstances under which they were made. The Company will use 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 the light of the circumstances under which they were made; (vii) prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statements as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement; (viii) use its reasonable best efforts to list the Restricted Stock covered by such Registration Statement on each exchange or automated quotation system on which similar securities issued by the Company are then existinglisted (with the listing application being made at the time of the filing of such Registration Statement or as soon thereafter as is reasonably practicable); and (gix) make available for inspection cooperate in the timely removal of any restrictive legends from the shares of Restricted Stock in connection with the resale of such shares covered 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.an effective Registration Statement. 12

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 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 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 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 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. If and whenever the Company is required by the provisions hereof to use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities ActAct as provided in this Article III, the Company will, as expeditiously soon as possiblepracticable: (a) prepare and file with the Commission SEC the Registration Statement requisite registration statement 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 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 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 keep such registration statement effective for such period as the Company shall deem appropriate and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Periodregistration statement during such period; (c) furnish to the Purchaser each seller of such Registrable Securities and each underwriter such number of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such number of copies of the Registration Statement and the Prospectus prospectus included therein in such registration statement (including each preliminary Prospectus) as prospectus and summary prospectus), in conformity with the Purchaser reasonably may request to facilitate the public sale or disposition requirements of the Registrable Securities covered by the Registration StatementAct, and such other documents as such seller may reasonably request; (d) use its commercially reasonable efforts to register or qualify the Purchaser's promptly notify each Stockholder that holds Registrable Securities covered by such registration statement, (i) when such registration statement or any post-effective amendment or supplement thereto becomes effective, (ii) of the Registration Statement under issuance by the SEC or any state securities authority of any stop order, injunction or "blue sky" laws other order or requirement suspending the effectiveness of such jurisdictions within registration statement (and take all reasonable action to prevent the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any entry of such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified stop order or to consent to general service remove it if entered, or the initiation of process in any such jurisdiction; proceedings for that purpose), or (eiii) 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 Statementregistration statement, as then in effect, the prospectus related thereto or any document included therein by reference 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; andunder which they were made and promptly file such amendments and supplements which may be required on account of such event and use its reasonable best efforts to cause each such amendment and supplement to become effective; (e) promptly furnish counsel for each underwriter, if any, and for the selling Stockholders of Registrable Securities copies of any written request by the SEC or any state securities authority for amendments or supplements to a registration statement and prospectus or for additional information; (f) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time; (g) use its best efforts to cause all such Registrable Securities covered by such registration statement to be listed on the principal securities exchange or authorized for quotation on Nasdaq on which similar equity securities issued by the Company are then listed or authorized for quotation, or eligible for listing or quotation, if the listing or authorization for quotation of such securities is then permitted under the rules of such exchange or the NASD; (h) enter into an underwriting agreement with the underwriter of such offering in the form customary for such underwriter for similar offerings, including such representations and warranties by the Company, provisions regarding the delivery of opinions of counsel for the Company and accountants' letters, provisions regarding indemnification and contribution, and such other terms and conditions as are at the time customarily contained in such underwriter's underwriting agreements for similar offerings (the sellers of Registrable Securities which are to be distributed by such underwriter(s) may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriter(s) shall also be made to and for the benefit of such sellers of Registrable Securities); (i) make available for inspection by representatives of the Purchaser selling Stockholders who hold Registrable Securities and any attorney, underwriters participating in any disposition pursuant hereto and any counsel or accountant or other agent retained by the Purchasersuch Stockholders or underwriters, all publicly available, non-confidential relevant financial and other records, pertinent corporate documents and properties of the Company, Company and cause the Company's respective officers, directors and employees of the Company to supply all publicly available, non-confidential information reasonably requested by any such representative, underwriter, counsel or accountant in connection with a registration pursuant hereto; provided, however, that, with respect to records, documents or information which the attorneyCompany determines, accountant in good faith, to be confidential and as to which the Company notifies such representatives, underwriters, counsel or agent accountants in writing of such confidentiality, such representatives, underwriters, counsel or accountants shall not disclose such records, documents or information unless (i) the release of such records, documents or information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (ii) such records, documents or information have previously been generally made available to the public, or (iii) the disclosure of such records, documents or information is necessary, in the written opinion of outside legal counsel, to avoid or correct a material misstatement or omission in the registration statement and then only after reasonable request has been made to the Company to make such disclosure and the Company has denied such request. Each selling Stockholder of such Registrable Securities agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the PurchaserCompany or its Affiliates (or for such Stockholder's business purposes or for any reason other than in connection with a registration hereunder) unless and until such information is made generally available (other than by such Stockholder or where such Stockholder knows that such information became publicly available as a result of a breach of any confidentiality arrangement) to the public. Each selling Stockholder of such Registrable Securities further agrees that it will, upon learning that disclosure of such records is sought, give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the records deemed confidential; (j) permit any beneficial owner of Registrable Securities who, in the sole judgment, exercised in good faith, of such holder, might be deemed to be a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, that in the judgment of such holder, as aforesaid, should be included; and (k) make reasonably available its employees and personnel and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company's businesses and the requirements of the marketing process) in the marketing of Registrable Securities in any underwritten offering. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. The Company shall not be required to register or qualify any Registrable Securities covered by such registration statement under any state securities, or "blue sky," laws of such jurisdictions other than as it deems necessary in connection with the chosen method of distribution or to take any other actions or do any other things other than those it deems necessary or advisable to consummate such distribution, and the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not otherwise be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction. Each beneficial owner of Registrable Securities agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in subclauses (i) and (ii) of clause (d) of this Section 3.2, such beneficial owner will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such beneficial owner's receipt of the copies of the supplemented or amended prospectus contemplated by clause (d) of this Section 3.2, and, if so directed by the Company, such beneficial owner will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such beneficial owner's possession, of the prospectus covering such Registrable Securities that was in effect prior to such amendment or supplement.

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 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.

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, 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 When the Company is required by Company, pursuant to the provisions hereof of this Agreement, uses its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities ActAct as provided in this Agreement, the Company willshall, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement on Form S-3, to the extent permitted, or, if not permitted, on such other available form for the disposition of Registrable Securities in accordance with respect the intended method of disposition thereof (provided such intended method of distribution shall not include an underwritten public offering), which form shall be available for the sale of the Registrable Securities by the selling Purchasers thereof and such Registration Statement shall comply as to such Registrable Securities, respond as promptly as possible form in all material respects with the requirements of the applicable form and include all financial statements required by the Commission to any comments received from the Commissionbe filed therewith, and the Company shall use its reasonable best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect (provided, however, that before filing a Registration Statement or prospectus or any amendments or supplements thereto, and promptly provide or comparable statements under securities or blue sky laws of any jurisdiction, the Company will furnish to one counsel designated by the Purchaser holders of a majority of the Registrable Securities (the “Designated Counsel”) participating in the planned offering, copies of all filings such documents proposed to be filed (including all exhibits thereto but excluding Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Commission letters Current Reports on Form 8-K and any similar or successor reports), which documents will be subject to the reasonable review and reasonable comment of comment relating theretosuch counsel; (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 such period as any seller of Registrable Securities pursuant to such Registration Statement shall reasonably request and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until in accordance with the expiration intended methods of disposition (provided such intended method of distribution shall not include an underwritten public offering) by the Effectiveness Periodseller or sellers thereof as set forth in such Registration Statement; (c) furnish furnish, without charge and upon request, to the Purchaser each seller of such Registrable Securities covered by such Registration Statement such number of copies of the such Registration Statement Statement, each amendment and supplement thereto (in each case including all exhibits), and the Prospectus prospectus included therein in such registration statement (including each preliminary Prospectusprospectus) in conformity with the requirements of the Securities Act, and other documents, as the Purchaser such seller may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller (the Company hereby consenting to the use in accordance with all applicable law of each such Registration Statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto) by each such seller of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by the such Registration StatementStatement or prospectus; (d) use its commercially reasonable best efforts to register or qualify and qualify, unless an exemption from registration and qualification applies, the Purchaser's resale by Purchasers of the Registrable Securities covered by the such Registration Statement under the such other applicable securities or "“blue sky" ” laws of such all applicable jurisdictions within in the United States as States, and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers or underwriter, if any, to consummate the Purchaser may reasonably requestdisposition of the Registrable Securities in such jurisdictions, provided, however, except that in no event shall 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 would not, but for the requirements of this paragraph (d), be required to be so qualified qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction; (e) list the promptly notify each Purchaser selling Registrable Securities covered by such Registration Statement: (i) when the Registration Statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or 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; (ii) of any request by the Commission or state securities exchange on which authority for amendments or supplements to the Common Stock Registration Statement or the prospectus related thereto or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company is then listed; (f) immediately notify of any notification with respect to the Purchaser at suspension of the qualification of any time when a Prospectus relating thereto is required to be delivered Registrable Securities for sale under the Securities Act, securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and (v) of the happening existence of any event fact of which the Company has knowledge as a result of becomes aware which results in the Prospectus contained in such Registration Statement, as then in effect, includes the prospectus related thereto or any document incorporated therein by reference 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 statement therein not misleading (provided that in no event shall such notification contain any material, non-public information); and, subject to Section 2.3 (m), if the notification relates to an event described in clause (v), the Company shall promptly prepare and furnish to each such seller a reasonable number of copies of a prospectus supplemented or amended 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 in the light of the circumstances then existing; andunder which they were made not misleading; (f) make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under the Securities Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the effective date of a Registration Statement; (g) use its reasonable best efforts to cause all such Registrable Securities covered by such registration statement to be listed on the principal securities exchange on which similar securities issued by the Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) if no similar securities are then so listed, use reasonable best efforts to cause all such Registrable Securities to be, at the Company’s option, listed on a national securities exchange or, as a NASDAQ security within the meaning of Rule 11Aa2-1 promulgated by the Commission pursuant to the Exchange Act or, failing that, secure NASDAQ authorization for such shares and without limiting the generality of the foregoing, take all actions that may be required by the Company as the issuer of such Registrable Securities in order to facilitate the registration of at least two market makers as such with respect to such shares with the National Association of Securities Dealers, Inc. (the “NASD”); (h) at the reasonable request of any Purchaser, the Company shall furnish to such Purchaser, not later than the next business day following the date of the effectiveness of the Registration Statement, an opinion from the Company’s General Counsel in customary form covering such matters as are customarily covered by such opinions, addressed to such Purchaser; (i) deliver to the Designated Counsel copies of all correspondence between the Commission and the Company, its counsel or auditors or with the Commission or its staff with respect to the Registration Statement, other than those portions of any such correspondence and memoranda which contain information subject to attorney-client privilege with respect to the Company, and, upon receipt of such confidentiality agreements as the Company may reasonably request, make reasonably available for inspection by (i) any seller of such Registrable Securities covered by such registration statement, (ii) the Purchaser Designated Counsel and any attorney, accountant (iii) one firm of accountants or other agent retained agents designated by the Purchasermajority of the Purchasers whose Registrable Securities are included in the registration statement, all publicly available, non-confidential pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any such persons or entities, in connection with such Registration Statement; (j) use its reasonable best efforts to obtain the attorney, accountant or agent withdrawal of any order suspending the effectiveness of the registration statement; (k) cooperate with the selling Purchasers of Registrable Securities to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the instructions of the selling Purchasers of Registrable Securities, at least three business days prior to any sale of Registrable Securities; (l) take all such other commercially reasonable actions as the Company deems necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities in accordance with this Agreement; and (m) notwithstanding anything to the contrary herein, at any time after the Registration Statement has been declared effective by the Commission, the Company may delay the disclosure of material non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company and its counsel, in the best interest of the Company and, based upon the advice of counsel to the Company, otherwise required (a “Grace Period”); provided, that the Company shall promptly (i) notify the Purchasers in writing of the existence of material non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such material non-public information to any Purchaser without such Purchaser’s written consent) and the date on which the Grace Period will begin, and (ii) notify each Purchaser in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed fifteen (15) consecutive days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of sixty (60) days and the first day of any Grace Period must be at least five (5) trading days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Purchasers receive the notice referred to in clause (i) and shall end on and include the later of the date the Purchasers receive the notice referred to in clause (ii), the last day on which such Grace Period will be on Allowable Grace Period and (iii) the date referred to in such notice. The provisions of the last clause of Section 2.3 (e) hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by the last clause of Section 2.3 (e) with respect to the information giving rise thereto unless such material non-public information is no longer applicable. It shall be a condition precedent to the Company’s obligations under this Section 2 that each seller of Registrable Securities as to which any registration is being effected furnish the Company (in a timely manner, but in any event within five (5) calendar days of written request by the Company) such information regarding such seller, the Registrable Securities held by it and the intended method of distribution of such securities as the Company may from time to time reasonably request, provided that such information shall be used only in connection with such registration. For the avoidance of doubt, the Company shall not be liable for liquidated damages pursuant to Section 2 hereof to a Purchaser to the extent that the failure to meet the Filing Deadline or the Effectiveness Deadline relates to the failure of such Purchaser of Registrable Securities to provide, in a timely manner, information reasonably requested in writing by the Company. Each Purchaser, by such Purchaser’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder unless such Purchaser has notified the Company in writing of such Purchaser’s election to exclude all of such Purchaser’s Registrable Securities from such Registration Statement. Each Purchaser of Registrable Securities agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (v) of paragraph (e) of this Section 2.3, such Purchaser will immediately discontinue such Purchaser’s disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.3 and if so directed by the Company will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Purchaser’s possession of the prospectus covering such Registrable Securities that was in effect 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 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 and whenever the Company is required by the provisions hereof to effect the registration of the resale 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 (i) 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 where it would not otherwise be required to qualify but for this Section 3(d) or (ii) subject itself to general taxation in any such jurisdiction, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (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 PurchaserPurchaser (each an "Inspector" and collectively, 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 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, providedPROVIDED, 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 In the case of each registration, qualification, or compliance effected by the Company is required by pursuant to SECTION 2 hereof, the provisions hereof Company will keep each Holder including securities therein reasonably advised in writing (which may include e-mail) as to effect the initiation of each registration, qualification, and compliance and as to the completion thereof. At its expense with respect to any registration of any Registrable Securities under the Securities Actstatement filed pursuant to SECTION 2, 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 a registration statement on Form S-3 or any comments received from other form for which the CommissionCompany then qualifies or which counsel for the Company shall deem appropriate, and which form shall be available for the sale of the Registrable Securities in accordance with the intended method(s) of distribution thereof, and use its best commercially reasonable efforts to cause the Registration Statement such registration statement to become effective as soon as reasonably practicable after the filing thereof and remain effective at least for a period ending with the first to occur of (i) the sale of all Registrable Securities covered by the registration statement and (ii) the availability under Rule 144(k) of the Securities Act for the Effectiveness Period with respect theretoHolder to immediately, and promptly provide to freely resell without restriction all Registrable Securities covered by the Purchaser copies of all filings and Commission letters of comment relating theretoregistration statement (in either case, the "EFFECTIVENESS PERIOD"); (b) if a registration statement is subject to review by the Commission, use commercially reasonable efforts to promptly respond to all comments and diligently pursue resolution of any comments to the satisfaction of the Commission; (c) use commercially reasonable efforts to 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, true and accurate during the Effectiveness Period (but in any event at least until expiration of the applicable period referred to in Section 4(3) of the Securities Act and Rule 174, or any successor thereto, thereunder, if applicable), and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended method(s) of disposition by the sellers thereof set forth in such registration statement; (d) furnish, without charge, to each Holder of Registrable Securities covered by such registration statement (i) a reasonable number of copies of such registration statement (including any exhibits thereto other than exhibits incorporated by reference), each amendment and supplement thereto as such Holder may request, (ii) such number of copies of the Registration Statement prospectus included in such registration statement (including each preliminary prospectus and any other prospectus filed under Rule 424 under the Securities Act) as such Holders may request, in conformity with the requirements of the Securities Act, and (iii) such other documents as such Holder may reasonably request in order to keep facilitate the disposition of the Registrable Securities owned by such Registration Statement effective until the expiration of Holder, but only during 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; (de) use its commercially reasonable efforts to register or qualify the Purchaser's such Registrable Securities under such other applicable securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by such registration statement reasonably requests as may be necessary for the Registration Statement under marketability of the securities Registrable Securities (such request to be made by the time the applicable registration statement is deemed effective by the Commission) and do any and all other acts and things which may be reasonably necessary or "blue sky" laws of advisable to enable such Holder 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 Holder; PROVIDED that the Company shall 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 PARAGRAPH (E), (ii) subject itself to taxation in any such jurisdiction, or to (iii) consent to general service of process in any such jurisdiction; (ef) list the as promptly as practicable after becoming aware of such event, notify each 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 at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, Act 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 Registration Statement, as then in effect, includes registration 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 and the Company shall promptly prepare and furnish to such Holder a supplement or amendment to such prospectus (or prepare and file appropriate reports under the Exchange Act) 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 material fact required to be stated therein or necessary to make the statements therein not misleading, unless suspension of the circumstances use of such prospectus otherwise is authorized herein or in the event of an S-3 Blackout Period, in which case no supplement or amendment need be furnished (or Exchange Act filing made) until the termination of such suspension or S-3 Blackout Period; (g) use commercially reasonable efforts to comply, and continue to comply during the period that such registration statement is effective under the Securities Act, in all material respects with the Securities Act and the Exchange Act and with all applicable rules and regulations of the Commission with respect to the disposition of all securities covered by such registration statement; (h) as promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities being offered or sold pursuant to a registration statement of the issuance by the Commission of any stop order or other suspension of effectiveness of such registration statement and the resolution of, or any material developments with respect to, such stop order or other suspension; (i) permit the Holder(s) of Registrable Securities being included in a registration statement and their legal counsel, at such Holder's sole cost and expense (except as otherwise specifically provided in SECTION 5) to review and have a reasonable opportunity to comment on such registration statement and all amendments and supplements thereto at least two Business Days prior to their filing with the Commission and to the extent any amendments and/or supplements to the registration statement are in response to comments by the Commission that have a material impact on any Holder, the Company shall give reasonable deference to such Holder's requests with respect to the substance of such amendments and/or supplements; (j) use commercially reasonable efforts to cause all the Registrable Securities covered by a registration statement to be quoted on the Nasdaq National Market or such other principal securities market on which securities of the same class or series issued by the Company are then existinglisted or traded; (k) provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities at all times; and (gl) make available for inspection by cooperate with the Purchaser Holder(s) of Registrable Securities being offered pursuant to a registration statement to facilitate the timely preparation and delivery of certificates (not bearing any attorney, accountant restrictive legends) representing Registrable Securities to be offered pursuant to a registration statement and enable such certificates to be in such denominations or other agent retained by amounts as the Purchaser, all publicly available, non-confidential financial Holder(s) may reasonably request and other records, pertinent corporate documents registered in such names as the Holder(s) may request and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information Company shall provide any required legal opinion as reasonably requested by the attorney, accountant or Company's transfer agent of at the PurchaserCompany's sole expense.

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 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 Trading Market 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 the case of each registration effected by the Company is required by the provisions hereof pursuant to effect the registration of any Registrable Securities under the Securities Actthis Agreement, the Company will advise each Holder in writing as to the initiation of each registration and as to the completion thereof. The Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to Keep 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 registration effective for a period of ninety (90) days or until each Holder has completed the Effectiveness Period with respect distribution described in the registration statement relating thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto;whichever first occurs. (b) prepare Furnish such number of prospectuses and file with the Commission such amendments and supplements other documents incident thereto as each Holder from time to the Registration Statement and the Prospectus used in connection therewith as time 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;reasonably request. (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 Register or disposition of qualify 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 such registration under the such other securities or "blue sky" sky laws of such jurisdictions within jurisdiction (subject to the United States approval of any managing underwriter involved) as the Purchaser may each Holder shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the Registrable Securities; provided, however, that the Company shall not for any such purpose be required obligated, by reason thereof, to qualify generally to transact business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify or to consent to general service of process in any such jurisdiction or subject itself to taxation as doing business in any such jurisdiction;. (ed) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of Notify each Holder promptly after the Company is then listed; (f) immediately notify the Purchaser at shall receive notice or have knowledge that any time when a Prospectus relating thereto registration statement, supplement or amendment has become effective, any registration statement is required to be delivered under amended or supplemented, any stop order has been issued, of the suspension of the qualification of the Registrable Securities Actfor sale in any jurisdiction or the initiation of a proceeding for that purpose, or of 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 Statement, 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 under which they were made. (e) Make every reasonable effort to obtain at the earliest possible moment the withdrawal of any order suspending the effectiveness of a registration statement or suspending the qualification of any of the Registrable Securities for sale in any jurisdiction. (f) Promptly prepare and furnish to each Holder a reasonable number of copies of a supplement to or an amendment of a prospectus as may be necessary so that such prospectus shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; andunder which they were made. (g) make Include the Registrable Securities for listing on any national securities exchange on which the Company's Common Stock is listed. (h) Make available for inspection by the Purchaser a representative of each Holder, any underwriters participating in any disposition pursuant hereto, and any attorney, attorney or accountant or other agent retained by the Purchasersuch Holders or such underwriters, upon reasonable notice during normal business hours 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 any such representative, underwriter, attorney or accountant in connection with such registration; provided that any such records, information or documents that are designated by the attorneyCompany in writing as confidential shall be kept confidential by such persons unless disclosure of such records, accountant information or agent documents is required by court or administrative order. (i) Make generally available to its securities holders earnings statements satisfying the provisions of Section 11(a) of the PurchaserSecurities Act and Rule 158 thereunder.

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 theretoPeriod, subject to any Discontinuation Events, 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 qualified, or to consent to general service of process in any such jurisdiction, or become subject to income taxation in any such jurisdiction where it is not already 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 in writing (a “Suspension Notice”) 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 existingDiscontinuation Event; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the PurchaserPurchaser at reasonable times and upon reasonable advance notice, 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 to effect the registration of any Registrable Securities under the Securities ActShelf ----------------------- Registration Statement, the Company willshall, as expeditiously soon as possiblepracticable: (a) prepare (and afford counsel for the selling holders reasonable opportunity to review and comment thereon) and file with 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 it to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide period referred to the Purchaser copies of all filings and Commission letters of comment relating theretoin Section 4(b); (b) prepare (and afford counsel for the selling holders reasonable opportunity to review and comment thereon) 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 it effective for the period referred to in Section 4(b) and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Registerable Securities covered by the Shelf Registration Statement and to keep such in accordance with the sellers' intended method of disposition (i.e., underwritten or not underwritten) set forth in the Shelf Registration Statement effective until the expiration of the Effectiveness PeriodStatement; (c) furnish to the Purchaser each seller and to each underwriter such number of copies of the Shelf Registration Statement and the Prospectus prospectus included therein (including each any preliminary Prospectusprospectus) 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 Registration StatementRegisterable Securities; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Registerable Securities covered by the Registration Statement under the securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser may sellers of Registerable Securities or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request, provided, however, request (provided that the Company shall 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 paragraph (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 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 seller 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 the Shelf 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 the light of the circumstances then existing; (f) use its best efforts (if the offering is underwritten) to furnish, at the request of any seller or underwriter, on the date that Registerable 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 (if requested by a seller), 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 Shelf 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 of the Commission thereunder (except that such counsel need express no opinion as to financial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (C) to such other effects as may reasonably be requested by counsel for the sellers or the underwriters, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the sellers and the underwriters, 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 included in the Shelf Registration Statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters with respect to the registration in respect of which such letter is being given as such underwriters or seller may reasonably request; and (g) make available for inspection by each seller, any underwriter participating in any distribution pursuant to the Purchaser Shelf Registration Statement, and any attorney, 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 officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the any such seller, underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement. (h) (i) cause all the Registerable Securities covered by the Shelf Registration Statement to be listed on each national securities exchange on which securities of the Purchasersame class or series issued by the Company are then listed, if any, if the listing of such Registerable Securities is then permitted under the rules of such exchange, or (ii) to the extent the securities of the same class or series are not then listed on a national securities exchange, secure the designation and quotation of all Registerable Securities covered by the Shelf Registration Statement on the Nasdaq National Market. If the offering contemplated by the Shelf Registration Statement is an underwritten public offering, the Company shall enter into a written agreement with the managing underwriter in such form and containing such provisions as are customary in the securities business for such an arrangement between major underwriters and companies of the Company's size and investment stature; provided, however, that such agreement shall not contain any such provision applicable to the Company which is inconsistent with the provisions hereof. Each selling holder of Registerable Securities participating in an underwritten public offering shall also enter into and perform its obligations under such an agreement. Following the effectiveness of the Shelf Registration Statement, the Company may, at any time, suspend the effectiveness of such registration for up to 30 days (a "Suspension Period"), by giving notice to the holders of Registerable Securities, if the Company shall have reasonably determined that the Company may be required to disclose any corporate development which disclosure may have a material adverse effect on the business, assets, properties or financial condition of the Company. The Company shall use its best efforts to limit the duration and number of any Suspension Periods. Each holder of Registerable Securities shall, on receipt of any notice from the Company of a Suspension Period, discontinue disposition of the Registerable Securities pursuant to the Shelf Registration Statement, prospectus contained therein, or any amendment or supplement thereof until such holder (i) is notified in writing by the Company that the use of the applicable prospectus may be resumed, (ii) has received copies of a supplemental or amended prospectus, if applicable, or (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus.

Registration Procedures. If and whenever the Company is required by required, pursuant to the provisions hereof terms of this Agreement, to effect the registration of any Registrable Securities under the Securities ActAct in accordance with Sections 2.1 or 2.2, the Company will, as expeditiously as possiblefollowing procedures shall apply: (a) The Company shall: (i) prepare and file with the Commission the Registration Statement with respect requisite registration statement to effect such Registrable Securities, respond as promptly as possible registration (and shall include all financial statements required by the Commission to any comments received from the Commission, be filed therewith) and thereafter use its reasonable best efforts to cause the Registration Statement such registration statement to become and remain effective for effective; provided that the Effectiveness Period with respect thereto, and promptly provide Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the Purchaser copies effective date of all filings and Commission letters of comment the registration statement relating thereto; (ii) furnish to the Shareholder such number of conformed copies of the registration statement and each amendment thereof and each amendment or supplement, if any, to the prospectus included therein (including all documents incorporated by reference therein after the initial filing) as the Shareholder shall reasonably request; and (iii) include in the registration statement information regarding the Shareholder and the methods of distribution the Company has elected. (b) prepare The Company shall give notice to the Shareholder: (i) when the registration statement and file any amendment thereto has been filed with the Commission such amendments and supplements when the registration statement or any post-effective amendment thereto has become effective; (ii) of any request by the Commission for any amendment or supplement to the Registration Statement and registration statement or the Prospectus used in connection therewith as may be necessary to comply with the provisions prospectus or for additional information; (iii) of the Securities Act issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the institution of any proceeding for that purpose; (iv) of the receipt by the Company of any notification with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration suspension 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 qualification 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 included therein for any such purpose be required to qualify generally to transact business as a foreign corporation sale in any jurisdiction where it is not so qualified or to consent to general service the institution of process in any proceeding for such jurisdiction;purpose; and (ev) 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 that requires any change in the Company has knowledge as a result of which registration statement or the Prospectus contained in such Registration Statementprospectus so that, as then in effectof such date, includes an they (A) do not contain any untrue statement of a material fact or omits and (B) do not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading. (c) The Company shall use its reasonable best efforts to obtain as soon as possible the withdrawal of any order suspending the effectiveness of the registration statement or the qualification of the securities therein for sale in any jurisdiction. (d) The Company shall promptly deliver to the Shareholder as many copies of the prospectus (including a preliminary prospectus) included in the registration statement and any amendment or supplement thereto as the Shareholder may reasonably request. The Company consents to the use of the prospectus or any amendment or supplement thereto by the Shareholder in connection with the offering and sale of the Registrable Securities pursuant to this Agreement (except during any Black-Out Period). (e) Prior to any offering of Registrable Securities pursuant to a registration statement, the Company shall arrange for the qualification of the Registrable Securities for sale under the laws of such jurisdictions as the Shareholder shall reasonably request and shall maintain such qualification in effect so long as required; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not then existing; andso qualified, to consent generally to the service of process in such jurisdiction, or to take any action in connection therewith that would subject it to taxation. (f) Upon the occurrence of any event contemplated by subsections (b)(iii) or (v) above, the Company shall promptly prepare a post-effective amendment to the registration statement or an amendment or supplement to the related prospectus or file any other required document so that the registration statement and the prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading. (g) The Company shall comply with all applicable rules and regulations of the Commission and shall make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act as soon as practicable after the effective date of the registration statement and in any event no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the registration statement. (h) In connection with any underwritten offering effected hereunder, the Company shall: (i) make reasonably available for inspection during normal business hours by the Purchaser and Shareholder’s counsel, counsel to the underwriters, or any attorney, accountant or other agent retained by the Purchaser, such underwriter all publicly available, non-confidential material financial and other records, pertinent records and material corporate documents and properties of the Company, Company and its subsidiaries; (ii) cause the Company's ’s officers, directors directors, employees, accountants and employees auditors to supply all publicly available, non-confidential material information reasonably requested by the attorneyShareholder’s counsel or counsel to the underwriters or any such other Persons as is reasonable and customary for similar due diligence examinations; (iii) cause the Company’s officers, accountant directors, employees, accountants and auditors, as appropriate, to meet with the Shareholder, the Shareholder’s counsel, the Managing Underwriters or agent counsel to the underwriters to discuss the contents of the Purchaserregistration statement and the Company shall reflect in the registration statement such comments as such Persons reasonably propose; (iv) enter into an underwriting agreement in customary form (including indemnification of the underwriters on substantially the same terms as contained in Section 2.4 hereof); (v) make such representations and warranties to the Shareholder and the underwriters in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings; (vi) obtain opinions of counsel to the Company and updates thereof (which opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to the Shareholder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the Shareholder and underwriters; (vii) obtain “comfort” letters and updates thereof from the independent accountants of the Company (and, if necessary, any other independent accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the registration statement), addressed to the Shareholder and the underwriters, if any, in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings; (viii) deliver such documents and certificates as may be reasonably requested by the Shareholder or the Managing Underwriters, if any, including those to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company; (ix) deliver to the Managing Underwriters and their counsel all notices and other documents required to be provided to the Shareholder pursuant to this Section 2.3; and (x) assist the Managing Underwriters in complying with the rules and regulations of the National Association of Securities Dealers. The Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (b)(iii) or (v) of this Section 2.3, the Shareholder will, to the extent appropriate, discontinue its disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until, in the case of paragraph (b)(v) of this Section 2.3, its receipt of the supplemented or amended prospectus contemplated by paragraph (b)(v) of this Section 2.3 and, if so directed by the Company, will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in its possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. If the disposition by the Shareholder of its securities is discontinued pursuant to the foregoing sentence, the Company shall extend the period of effectiveness of the registration statement by the number of days during the period from and including the date of the giving of notice to and including the date when the Shareholder shall have received copies of the supplemented or amended prospectus contemplated by paragraph (b)(v) of this Section 2.3; and, if the Company shall not so extend such period, the request pursuant to which such registration statement was filed shall not be counted for purposes of the requests for registration to which the Shareholder is entitled pursuant to Section 2.1 hereof. It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Agreement in respect of the Registrable Securities which are to be registered at the request of the Shareholder that the Shareholder shall furnish to the Company within ten days of the Company’s request such information regarding the Shareholder and the Registrable Securities held by the Shareholder as the Company shall reasonably request and as shall be required in connection with the action taken by the Company.

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 bestefforts 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 use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities ActAct as provided in this Article III, the Company will, as expeditiously soon as possiblepracticable: (a) prepare and file with the Commission SEC the Registration Statement requisite registration statement 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 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 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 keep such registration statement effective for such period as the Company shall deem appropriate and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Periodregistration statement during such period; (c) furnish to the Purchaser each seller of such Registrable Securities and each underwriter such number of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such number of copies of the Registration Statement and the Prospectus prospectus included therein in such registration statement (including each preliminary Prospectus) as prospectus and summary prospectus), in conformity with the Purchaser reasonably may request to facilitate the public sale or disposition requirements of the Registrable Securities covered by the Registration StatementAct, and such other documents as such seller may reasonably request; (d) use its commercially reasonable efforts to register or qualify the Purchaser's promptly notify each Stockholder that holds Registrable Securities covered by such registration statement, (i) when such registration statement or any post-effective amendment or supplement thereto becomes effective, (ii) of the Registration Statement under issuance by the SEC or any state securities authority of any stop order, injunction or "blue sky" laws other order or requirement suspending the effectiveness of such jurisdictions within registration statement (and take all reasonable action to prevent the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any entry of such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified stop order or to consent to general service remove it if entered, or the initiation of process in any such jurisdiction; proceedings for that purpose), or (eiii) 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 Statementregistration statement, as then in effect, the prospectus related thereto or any document included therein by reference 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; andunder which they were made and promptly file such amendments and supplements which may be required on account of such event and use its reasonable best efforts to cause each such amendment and supplement to become effective; (e) promptly furnish to counsel for each underwriter, if any, and to the selling Stockholders of Registrable Securities copies of any written request by the SEC or any state securities authority for amendments or supplements to a registration statement and prospectus or for additional information; (f) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time; (g) use its best efforts to cause all such Registrable Securities covered by such registration statement to be listed on the principal securities exchange or authorized for quotation on Nasdaq, if any, on which similar equity securities issued by the Company are then listed or authorized for quotation, or eligible for listing or quotation, if the listing or authorization for quotation of such securities is then permitted under the rules of such exchange or the NASD; (h) enter into an underwriting agreement with the underwriter of such offering in the form customary for such underwriter for similar offerings, including such representations and warranties by the Company, provisions regarding the delivery of opinions of counsel for the Company and accountants' letters, provisions regarding indemnification and contribution, and such other terms and conditions as are at the time customarily contained in such underwriter's underwriting agreements for similar offerings (the sellers of Registrable Securities that are to be distributed by such underwriter(s) may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriter(s) shall also be made to and for the benefit of such sellers of Registrable Securities); (i) make available for inspection by representatives of the Purchaser selling Stockholders who hold Registrable Securities and any attorney, underwriters participating in any disposition pursuant hereto and any counsel or accountant or other agent retained by the Purchasersuch Stockholders or underwriters, all publicly available, non-confidential relevant financial and other records, pertinent corporate documents and properties of the Company, Company and cause the Company's respective officers, directors and employees of the Company to supply all publicly available, non-confidential information reasonably requested by any such representative, underwriter, counsel or accountant in connection with a registration pursuant hereto; provided, however, that, with respect to records, documents or information which the attorneyCompany determines, accountant in good faith, to be confidential and as to which the Company notifies such representatives, underwriters, counsel or agent accountants in writing of such confidentiality, such representatives, underwriters, counsel or accountants shall not disclose such records, documents or information unless (i) the release of such records, documents or information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (ii) such records, documents or information have previously been generally made available to the public, or (iii) the disclosure of such records, documents or information is necessary, in the written opinion of outside legal counsel, to avoid or correct a material misstatement or omission in the registration statement and then only after reasonable request has been made to the Company to make such disclosure and the Company has denied such request. Each selling Stockholder of such Registrable Securities agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the PurchaserCompany or its Affiliates (or for such Stockholder's business purposes or for any reason other than in connection with a registration hereunder) unless and until such information is made generally available (other than by such Stockholder or where such Stockholder knows that such information became publicly available as a result of a breach of any confidentiality arrangement) to the public. Each selling Stockholder of such Registrable Securities further agrees that it will, upon learning that disclosure of such records is sought, give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the records deemed confidential; (j) permit any beneficial owner of Registrable Securities who, in the sole judgment, exercised in good faith, of such holder, might be deemed to be a controlling Person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, that in the judgment of such holder, as aforesaid, should be included; and (k) make reasonably available its employees and personnel and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company's businesses and the requirements of the marketing process) in the marketing of Registrable Securities in any underwritten offering. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. The Company shall not be required to register or qualify any Registrable Securities covered by such registration statement under any state securities or "blue sky" laws of such jurisdictions other than as it deems necessary in connection with the chosen method of distribution or to take any other actions or do any other things other than those it reasonably deems necessary or advisable to consummate such distribution, and the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not otherwise be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction. Each beneficial owner of Registrable Securities agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clauses (d)(ii) and (d)(iii) above, such beneficial owner will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such beneficial owner's receipt of the copies of the supplemented or amended prospectus contemplated by clause (d) above, and, if so directed by the Company, such beneficial owner will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such beneficial owner's possession, of the prospectus covering such Registrable Securities that was in effect prior to such amendment or supplement.

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 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;; and (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 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 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 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 Stockholder 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, of the happening of any event of which the Company has knowledge as a result of which shall promptly notify the Prospectus contained in such Registration Statementselling Stockholders and, as then in effectif requested, 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.selling Stockholder shall immediately cease making

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; andand Registration Rights Agreement 3 (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 commercially 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 HCG II 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 HCG II such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser HCG II 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 HCG II’ 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 HCG II 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 HCG II 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 HCG II and any attorney, accountant or other agent retained by the PurchaserHCG II, 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 PurchaserHCG II.

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 use its best efforts 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 existingexisting (and in such event Purchaser and any other selling Holders shall discontinue disposition of Registrable Securities under the applicable Registration Statement until notified in writing by the Company that use of the applicable Prospectus may be resumed); 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 the Company is required case of each registration, qualification and/or compliance contemplated by the provisions hereof to effect the registration of any Registrable Securities under the Securities Actthis section 11, the Holding Company willwill keep the holder or holders of Registrable Shares advised in writing as to the initiation of proceedings for such registration, qualification and compliance and as expeditiously as possible: to the completion thereof, and will advise each such holder, upon request, of the progress of such proceedings. In addition, the Holding Company will follow procedures customarily observed by issuers in registered public offerings, and accord to the holder or holders of such Registrable Shares all rights (including, without limitation, the right to perform appropriate "due diligence") customarily accorded to selling stockholders in secondary distributions and to managing underwriters if the transaction in question is or were an underwritten public offering. At the expense of the Holding Company or of the party or parties bearing the expenses of such registration, qualification and compliance, the Holding Company will (a) prepare keep such registration, qualification and file with compliance current and effective by such action as may be necessary or appropriate, including, without limitation, 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 filing of post-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 any registration statement or prospectus, for such period as is necessary to permit the Registration Statement exercise of the Warrants 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 sale 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 distribution of the Registrable Securities covered Shares pursuant thereto, (b) take all necessary action under any applicable blue sky or other state securities law to permit such sale and/or distribution, all as requested by the Registration Statement; (d) use its commercially reasonable efforts holder or holders of Registrable Shares included therein, provided that the Holding Company shall not be required to so register or qualify the Purchaser's Registrable Securities covered by Shares in any jurisdiction if, solely as a result thereof, 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 Holding Company shall not for any such purpose be required to must qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not so qualified therein or to consent to general service of process in any therein, (c) comply with applicable requirements of all regulatory entities, including, without limitation, the National Association of Securities Dealers, Inc., (d) furnish each holder of Registrable Shares included therein such jurisdiction; number of registration statements, prospectuses, supplements, amendments, offering circulars and other documents incidental thereto as such holder from time to time may reasonably request, (e) list the all Registrable Securities covered by the Registration Statement with any Shares on each securities exchange on which the Common Stock securities of the Company is same class are then listed; listed and (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required furnish (or cause to be delivered under the Securities Actfurnished) to each holder of Registrable Shares, all undertakings, agreements, certificates, opinions, financial statements and "comfort letters" of the happening sort customarily provided to selling stockholders in secondary distributions and to managing underwriters if the transaction in question is or were an underwritten public offering. Each holder of any event of which Registrable Shares will furnish to the Holding 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 upon request by the Purchaser Holding Company such information regarding such holder and any attorneydistribution of Registrable Shares proposed by such holder as may be required or appropriate to consummate any registration, accountant or other agent retained qualification and/or compliance contemplated 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 Purchaserthis section 11.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any shares of Registrable Securities under the Securities Act, the Company will, as expeditiously as possiblereasonably practicable: (a) prepare and file comply 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 theretoSection 9.1 hereof; (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 avoid a Non-Registration Event (as defined below) through the provisions earlier of: (i) six months after the expiration or exercise of the Securities Act with respect Warrant or (ii) such time as all Conversion Shares and Warrant Shares have been sold to the disposition of all Registrable Securities covered by public or may be sold to the Registration Statement and public in a single quarter pursuant to keep such Registration Statement effective until the expiration of the Effectiveness Periodan applicable registration or exemption; (c) furnish to the Purchaser Purchaser, and to each underwriter if any, such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such persons reasonably may request to facilitate the public sale or their disposition of the Registrable Securities securities covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable commercial efforts to register or qualify the Purchaser's Registrable Securities Common 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 and in the case of an underwritten public offering, the managing underwriter shall 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 Common Stock covered by such registration statement with the Registration Statement with Nasdaq Stock Market or on any securities exchange on which the Common Stock of the Company is then listed;; and (f) immediately as soon as practicable notify the Purchaser 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 which, in the Prospectus Company's reasonable judgment, the 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 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 file a registration of statement with respect to any Registrable Securities under the Securities ActAct as provided in this Agreement, the Company will, will as expeditiously as possible: (a) consistent with the obligations of a reasonable fiduciary, in connection with any sale of Registrable Securities by the Holders pursuant to a registered public offering, undertake to conduct a reasonable “market check” as to fees, service levels and other commercial terms prior to selecting any service providers (including any investment bank, law firm, accountant or other service providers) for such transaction; (b) promptly prepare and file with the Commission the Registration Statement SEC a registration statement on an appropriate form 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 such registration statement to become effective; provided, however, that either the Company or the Demand Party may discontinue or request the Company to discontinue any registration of Securities which either the Company or the Demand Party has initiated at any time prior to the effective date of the registration statement relating thereto (and, in either such event, the Company or its affiliates shall pay the Registration Statement Expenses incurred in connection therewith); and provided, further, that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will (i) furnish to become and remain effective counsel for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser sellers of Registrable Securities covered by such registration statement copies of all filings documents proposed to be filed, which documents will be subject to the review of such counsel and Commission letters (ii) fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the sellers of comment relating theretoRegistrable Securities being sold may request; (bc) 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 and make any other filings as may be necessary to keep such registration statement effective for a period not in excess of two (2) years (which period shall not be applicable in the case of a shelf registration effected pursuant to a request under Section 2.2(b)) and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will (i) furnish to counsel for the sellers of Registrable Securities covered by such registration statement copies of all documents proposed to be filed, which documents will be subject to the Registration Statement review of such counsel and (ii) fairly consider such reasonable changes in any such documents prior to keep such Registration Statement effective until or after the expiration filing thereof as the counsel to the sellers of the Effectiveness PeriodRegistrable Securities being sold may request; (cd) in the case of a shelf registration statement pursuant to a request under Section 2.2(b), make any filings necessary to maintain the effectiveness of such registration statement so long as any Registrable Securities remain outstanding, or, if such shelf registration statement expires pursuant to Rule 415 of the Securities Act while any Registrable Securities remain outstanding, to file a new shelf registration statement in accordance with Section 2.3(b); (e) furnish to the Purchaser each seller of such Registrable Securities such number of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits filed therewith, including any documents incorporated by reference), such number of copies of the Registration Statement and the Prospectus prospectus included therein in such registration statement (including each preliminary Prospectus) prospectus and summary prospectus), in conformity with the requirements of the Securities Act, 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 by the Registration Statementsuch seller; (df) use its commercially reasonable best efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such registration in such jurisdictions within the United States as the Purchaser may each seller shall reasonably request, provided, however, that and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the Company shall not for any 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 jurisdictions of process in any the Registrable Securities owned by such jurisdictionseller; (eg) list the use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Registration Statement with any securities exchange on which seller or sellers thereof to consummate the Common Stock disposition of the Company is then listedsuch Registrable Securities; (fh) immediately notify the Purchaser each seller of any such 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 the happening of any event of which Company’s becoming aware that 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; and, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental 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 in the light of the circumstances then existing; (gi) otherwise comply with all applicable rules and regulations of the SEC, and make available to its Security holders, as soon as reasonably practicable (but not more than eighteen (18) months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act; (j) (i) use its reasonable best efforts to list such Registrable Securities on any securities exchange on which other Securities of the Company are then listed if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange; and (ii) use its reasonable best efforts to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective date of such registration statement; (k) enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters, reasonably required in order to expedite or facilitate the disposition of such Registrable Securities; (l) obtain a comfort letter or letters from the Company’s independent public accountants in customary form and covering matters of the type customarily covered by comfort letters as the managing underwriter(s) shall reasonably request; (m) make available for inspection by the Purchaser any seller of such Registrable Securities covered by such registration statement, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by the Purchaserany such seller or any such underwriter, all publicly available, non-confidential pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's ’s officers, directors and employees 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; (n) notify each Holder and counsel for the Holders of Registrable Securities included in such registration statement and the managing underwriter or agent: (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment to any prospectus shall have been filed; (ii) of the Purchaserreceipt of any comments from the SEC; (iii) of any request of the SEC to amend the registration statement or amend or supplement the prospectus or for additional information; and (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the 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; (o) make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order promptly; (p) if requested by the managing underwriter or agent or any Holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such Holder reasonably requests to be included therein, including, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment; (q) obtain for delivery to the underwriter(s), if any, an opinion of counsel to the Company if any, covering the matters customarily covered in opinions requested in similar offerings; and (r) cooperate with each seller of Registrable Securities 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 FINRA.

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;; Registration Rights Agreement (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 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 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 ninety (90) days from the expiration of the Effectiveness Periodeffective 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 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 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 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 Stockholder 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 Stockholder and, if requested, the selling Stockholder shall immediately cease making offers of Registrable Shares and shall return all prospectuses to the Company. The Company shall promptly provide the selling Stockholder 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 Stockholder 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 a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its 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 thereto; (b) subject to Sections 2(b) and 2(c), 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; (c) furnish to the Purchaser such number of copies of the each 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 jurisdictionjurisdiction or take any action that would subject it to taxation in any jurisdiction where it is not then subject; (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 Whenever required by the provisions hereof under Paragraphs 2 or 3 to use best efforts to effect the registration of any Registrable Securities under the Securities ActSecurities, the Company will, as expeditiously as possibleshall: (a) Use best efforts to 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 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, effective; provided, however, that in connection with any periods of proposed registration under or in satisfaction of Paragraph 2, the Company shall not for in no event be obligated to cause any such purpose be required registration to qualify generally remain effective after the second anniversary of the date of effectiveness, excluding any periods of suspension of sales during effectiveness pursuant to transact business Paragraph 2(b) or 11 or occurring as a foreign corporation result of an event described 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 next succeeding sentence. In connection therewith, the Company is then listed; (f) immediately shall notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, Holder of the happening of any event of during the period a registration statement is effective which the Company has knowledge as a result of which the Prospectus contained makes any statement made in such Registration Statementregistration statement or the related prospectus untrue in any material respect or which requires the making of any changes in such registration statement or prospectus so that, as then in effectof such date, includes an untrue statement of a material fact or omits the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (which advice shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made) and use best efforts to promptly prepare a supplement or post-effective amendment to a registration statement or the related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existingunder which they were made, not misleading; and (g) make available for inspection by provided, that the Purchaser Company shall not be required to update, pursuant to this Paragraph 4, any such document during a period where the Company shall, in good faith and using reasonable business judgment and based upon the advice of outside counsel, believe that the premature disclosure of any attorney, accountant event or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of information would have a material effect on the Company, provided further that the Company shall comply in all respects with the Act and cause the Securities Exchange Act of 1934, as amended, together with all applicable rules and regulations of the Securities and Exchange Commission promulgated thereunder and all applicable state securities laws and regulations. Holder agrees that, upon receipt of any such notice from the Company of the happening of any event of the kind described herein, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until such Holder's receipt of the copies of the supplemented or amended prospectus, and, if so directed by the Company, such Holder will deliver to the Company (at its expense) all copies in its possession, other than permanent file copies then in such Holder's officerspossession, directors of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) Prepare and employees file with the Commission such amendments and supplements to supply such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all publicly availablesecurities covered by such registration statement. (c) Furnish to Holder such numbers of copies of a prospectus, non-confidential information including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such United States jurisdictions as shall be reasonably requested by Holder for the attorney, accountant or agent distribution of the Purchasersecurities covered by the registration statement, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, and further provided that (anything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction in which the securities shall be qualified shall require that expenses incurred in connection with the qualification of the securities in that jurisdiction be borne by selling shareholders, then such expenses shall be payable by the Holder pro rata based upon the number of shares registered, to the extent required by such jurisdiction.