Common use of Registration Rights; Registration Procedures and Expenses Clause in Contracts

Registration Rights; Registration Procedures and Expenses. (1) If at any time or times after the date hereof, the Company shall determine or be required to register any shares of its Common Stock or other equity securities for sale under the Securities Act in exchange for cash (whether in connection with a public offering of securities by the Company (a “primary offering”), a public offering of securities by stockholders of the Company (a “secondary offering”) or both), but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable, the Company shall: (A) Promptly give written notice thereof to each of the Investors. (B) Use commercially reasonable efforts to effect the registration under the Securities Act of all Investor Shares and Warrant Shares (but not any other shares) which such Investors request to be registered in a writing delivered to the Company within 10 days after such Investors’ receipt of the notice referred to above, subject to subparagraph (iii) below. (C) In the case of the registration of shares of Common Stock by the Company in connection with an underwritten public offering, (a) the Company shall not be required to include any Investor Shares or Warrant Shares in such underwriting unless the Investors thereof accept the terms of the underwriting as agreed upon between the Company and the underwriter or underwriters selected by it, and (b) if the underwriter(s) determines that marketing factors require a limitation on the number of Investor Shares and Warrant Shares to be offered, the Company shall not be required to register Investor Shares or Warrant Shares of the Investors in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered for the Company, and in the event of any such limitation, the number of Investor Shares and Warrant Shares of any Investor requesting inclusion in such registration shall be based upon the relative holdings of Common Stock of all Investors requesting such registration (and if any Investor would thus be entitled to include more Investor Shares and Warrant Shares than such Investor requested to be registered, the excess shall be allocated among other requesting Investors pro rata based upon their relative holdings of Common Stock). All expenses relating to the registration and offering of Investor Shares and Warrant Shares pursuant to this Section 5(a)(1) and pursuant to Section 5(a)(2) below shall be borne by the Company, except that the Investors shall bear underwriting and selling commissions attributable to their Investor Shares and Warrant Shares being registered, any transfer taxes on shares being sold by such Investors and the costs of any counsel or other professional advisors engaged by the Investors. Notwithstanding the foregoing, the Company’s obligations pursuant to this Section 5(a)(1) shall be suspended for so long as the Registration Statement filed pursuant to Section 5(a)(2) is effective. (2) The Company shall: (A) Subject to the provisions of subparagraph (B) of this Section 5(a)(2) and Sections 5(c) and 5(d) below, use commercially reasonable efforts to prepare and file with the Commission as soon as reasonably practicable a registration statement on Form S-3 under Rule 415 under the Securities Act, or other eligible form of registration statement if Form S-3 is not then available to the Company (the “Registration Statement”) to enable the public offering and sale of the Investor Shares and Warrant Shares by the Investor from time to time through the NASDAQ National Market, the Nasdaq SmallCap Market, the over-the-counter market or in privately-negotiated transactions or otherwise. (B) Use commercially reasonable efforts, subject to receipt of necessary information from the Investor, to cause the Registration Statement to become effective within 120 days after the Closing. (C) Promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for a period not exceeding the second anniversary of the Closing, or such shorter period which will terminate on the earlier of the date when (i) the Shares held by the Investor may be sold without registration under the Securities Act or (ii) all of the Shares covered by such Registration Statement have been sold pursuant to such Registration Statement or otherwise. (D) Promptly furnish to the Investor with respect to the Investor Shares and Warrant Shares registered under the Registration Statement (and to each underwriter, if any, of such Investor Shares and Warrant Shares) such number of copies of the Registration Statement and any amendment or supplement thereto and of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act as the Investor shall reasonably request. (E) Promptly file documents required of the Company for customary “blue sky” clearance in states specified in writing by the Investor and reasonably required by the Investor in order to resell its Investor Shares; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (F) Promptly inform the Investor when any stop order by the Commission has been issued with respect to the Investor Shares or Warrant Shares and use commercially reasonable efforts to promptly cause such stop order to be withdrawn. (G) Take such other actions as may reasonably be necessary to effect the registration of the resale of the Investor Shares and the Warrant Shares on a Registration Statement in accordance with the terms of this Agreement and to allow such Investor Shares and Warrant Shares to trade in the same market system or exchange where the Company’s Common Stock then trades. (H) File the reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is not required to file such reports, it will, upon the request of any holder of Investor Shares and Warrant Shares, make publicly available other information so long as necessary to permit sales under Rule 144 under the Securities Act), all to the extent required from time to time to enable the Investor to sell Investor Shares and Warrant Shares without registration under the Securities Act within the limitations provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission; provided, however, that, except as otherwise expressly provided in this Section 5(a)(2)(H), nothing in this Agreement shall require the Company to file reports under the Securities Act or the Exchange Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time when it is not required by law or by any agreement by which it is bound to do any of the foregoing. A questionnaire related to the Registration Statement to be completed by the Investor is attached hereto as Annex IV.

Registration Rights; Registration Procedures and Expenses. (1) If at any time or times after the date hereof, the Company shall determine or be required to register any shares of its Common Stock or other equity securities for sale under the Securities Act in exchange for cash (whether in connection with a public offering of securities by the Company (a “primary offering”"PRIMARY OFFERING"), a public offering of securities by stockholders of the Company (a “secondary offering”"SECONDARY OFFERING") or both), but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable, the Company shall: (A) Promptly give written notice thereof to each of the Investors. (B) Use commercially reasonable efforts to effect the registration under the Securities Act of all Investor Shares and Warrant Shares (but not any other shares) which such Investors request to be registered in a writing delivered to the Company within 10 days after such Investors’ ' receipt of the notice referred to above, subject to subparagraph (iii) below. (C) In the case of the registration of shares of Common Stock by the Company in connection with an underwritten public offering, (a) the Company shall not be required to include any Investor Shares or Warrant Shares in such underwriting unless the Investors thereof accept the terms of the underwriting as agreed upon between the Company and the underwriter or underwriters selected by it, and (b) if the underwriter(s) determines that marketing factors require a limitation on the number of Investor Shares and Warrant Shares to be offered, the Company shall not be required to register Investor Shares or Warrant Shares of the Investors in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered for the Company, and in the event of any such limitation, the number of Investor Shares and Warrant Shares of any Investor requesting inclusion in such registration shall be based upon the relative holdings of Common Stock of all Investors requesting such registration (and if any Investor would thus be entitled to include more Investor Shares and Warrant Shares than such Investor requested to be registered, the excess shall be allocated among other requesting Investors pro rata PRO RATA based upon their relative holdings of Common Stock). All expenses relating to the registration and offering of Investor Shares and Warrant Shares pursuant to this Section 5(a)(1) and pursuant to Section 5(a)(2) below shall be borne by the Company, except that the Investors shall bear underwriting and selling commissions attributable to their Investor Shares and Warrant Shares being registered, any transfer taxes on shares being sold by such Investors and the costs of any counsel or other professional advisors engaged by the Investors. Notwithstanding the foregoing, the Company’s 's obligations pursuant to this Section 5(a)(1) shall be suspended for so long as the Registration Statement filed pursuant to Section 5(a)(2) is effective. (2) The Company shall: (A) Subject to the provisions of subparagraph (B) of this Section 5(a)(2) and Sections 5(c) and 5(d) below, use commercially reasonable efforts to prepare and file with the Commission as soon as reasonably practicable within 30 days of the Closing a registration statement on Form S-3 under Rule 415 under the Securities Act, or other eligible form of registration statement if Form S-3 is not then available to the Company Act (the “Registration Statement”"REGISTRATION STATEMENT") to enable the public offering and sale of the Investor Shares and Warrant Shares by the Investor from time to time through the NASDAQ Nasdaq National Market, the Nasdaq SmallCap Market, the over-the-counter market or in privately-negotiated transactions or otherwise. (B) Use The Company shall use commercially reasonable efforts, subject to receipt of necessary information from the Investor, to cause the Registration Statement to become effective within 120 90 days after the Closing. (C) Promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for a period not exceeding the second anniversary of the Closing, or such shorter period which will terminate on the earlier of the date when (i) the Shares held by the Investor may be sold without registration under the Securities Act or (ii) all of the Shares covered by such Registration Statement have been sold pursuant to such Registration Statement or otherwise. (D) Promptly furnish to the Investor with respect to the Investor Shares and Warrant Shares registered under the Registration Statement (and to each underwriter, if any, of such Investor Shares and Warrant Shares) such number of copies of the Registration Statement and any amendment or supplement thereto and of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act as the Investor shall reasonably request. (E) Promptly file documents required of the Company for customary “"blue sky” " clearance in states specified in writing by the Investor and reasonably required by the Investor in order to resell its Investor Shares; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (F) Promptly inform the Investor when any stop order by the Commission has been issued with respect to the Investor Shares or Warrant Shares and use commercially reasonable efforts to promptly cause such stop order to be withdrawn. (G) Take such other actions as may reasonably be necessary to effect the registration of the resale of the Investor Shares and the Warrant Shares on a Registration Statement in accordance with the terms of this Agreement and to allow such Investor Shares and Warrant Shares to trade in the same market system or exchange where the Company’s 's Common Stock then trades. (H) File the reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is not required to file such reports, it will, upon the request of any holder of Investor Shares and Warrant Shares, make publicly available other information so long as necessary to permit sales under Rule 144 under the Securities Act), all to the extent required from time to time to enable the Investor to sell Investor Shares and Warrant Shares without registration under the Securities Act within the limitations provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission; providedPROVIDED, howeverHOWEVER, that, except as otherwise expressly provided in this Section 5(a)(2)(H), nothing in this Agreement shall require the Company to file reports under the Securities Act or the Exchange Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time when it is not required by law or by any agreement by which it is bound to do any of the foregoing. A questionnaire related to the Registration Statement to be completed by the Investor is attached hereto as Annex ANNEX IV.

Registration Rights; Registration Procedures and Expenses. (1) If at any time or times after the date hereof, the Company shall determine or be required to register any shares of its Common Stock or other equity securities for sale under the Securities Act in exchange for cash (whether in connection with a public offering of securities by the Company (a “"primary offering”"), a public offering of securities by stockholders of the Company (a “"secondary offering”") or both), but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable, the Company shall: (Ai) Promptly give written notice thereof to each of the Investors. (Bii) Use commercially reasonable efforts to effect the registration under the Securities Act of all Investor Shares and Warrant Shares (but not any other shares) which such Investors request to be registered in a writing delivered to the Company within 10 days after such Investors’ ' receipt of the notice referred to above, subject to subparagraph (iii) below. (Ciii) In the case of the registration of shares of Common Stock by the Company in connection with an underwritten public offering, (ai) the Company shall not be required to include any Investor Shares or Warrant Shares in such underwriting unless the Investors thereof accept the terms of the underwriting as agreed upon between the Company and the underwriter or underwriters selected by it, and (bii) if the underwriter(s) determines that marketing factors require a limitation on the number of Investor Shares and Warrant Shares to be offered, the Company shall not be required to register Investor Shares or Warrant Shares of the Investors in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered for the Company, and in the event of any such limitation, limitation the number of Investor Shares and Warrant Shares of any Investor requesting inclusion in such registration shall be based upon the relative holdings of Common Stock of all Investors requesting such registration (and if any Investor would thus be entitled to include more Investor Shares and Warrant Shares than such Investor requested to be registered, the excess shall be allocated among other requesting Investors pro rata PRO RATA based upon their relative holdings of Common Stock). All expenses relating to the registration and offering of Investor Shares and Warrant Shares pursuant to this Section 5(a)(1) and pursuant to Section 5(a)(2) below shall be borne by the Company, except that the Investors shall bear underwriting and selling commissions attributable to their Investor Shares and Warrant Shares being registered, any transfer taxes on shares being sold by such Investors and the costs of any counsel or other professional advisors engaged by the Investors. Notwithstanding the foregoing, the Company’s obligations pursuant to this Section 5(a)(1) shall be suspended for so long as the Registration Statement filed pursuant to Section 5(a)(2) is effective. (2) The Company shall: (A) Subject to the provisions of subparagraph (B) of this Section 5(a)(2) and Sections 5(c) and 5(d) below, use commercially reasonable efforts to prepare and file with the Commission as soon as reasonably practicable a registration statement on Form S-3 under Rule 415 under the Securities Act, or other eligible form of registration statement if Form S-3 is not then available to the Company (the “Registration Statement”) to enable the public offering and sale of the Investor Shares and Warrant Shares by the Investor from time to time through the NASDAQ National Market, the Nasdaq SmallCap Market, the over-the-counter market or in privately-negotiated transactions or otherwise. (B) Use commercially reasonable efforts, subject to receipt of necessary information from the Investor, to cause the Registration Statement to become effective within 120 days after the Closing. (C) Promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for a period not exceeding the second anniversary of the Closing, or such shorter period which will terminate on the earlier of the date when (i) the Shares held by the Investor may be sold without registration under the Securities Act or (ii) all of the Shares covered by such Registration Statement have been sold pursuant to such Registration Statement or otherwise. (D) Promptly furnish to the Investor with respect to the Investor Shares and Warrant Shares registered under the Registration Statement (and to each underwriter, if any, of such Investor Shares and Warrant Shares) such number of copies of the Registration Statement and any amendment or supplement thereto and of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act as the Investor shall reasonably request. (E) Promptly file documents required of the Company for customary “blue sky” clearance in states specified in writing by the Investor and reasonably required by the Investor in order to resell its Investor Shares; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (F) Promptly inform the Investor when any stop order by the Commission has been issued with respect to the Investor Shares or Warrant Shares and use commercially reasonable efforts to promptly cause such stop order to be withdrawn. (G) Take such other actions as may reasonably be necessary to effect the registration of the resale of the Investor Shares and the Warrant Shares on a Registration Statement in accordance with the terms of this Agreement and to allow such Investor Shares and Warrant Shares to trade in the same market system or exchange where the Company’s Common Stock then trades. (H) File the reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is not required to file such reports, it will, upon the request of any holder of Investor Shares and Warrant Shares, make publicly available other information so long as necessary to permit sales under Rule 144 under the Securities Act), all to the extent required from time to time to enable the Investor to sell Investor Shares and Warrant Shares without registration under the Securities Act within the limitations provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission; provided, however, that, except as otherwise expressly provided in this Section 5(a)(2)(H), nothing in this Agreement shall require the Company to file reports under the Securities Act or the Exchange Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time when it is not required by law or by any agreement by which it is bound to do any of the foregoing. A questionnaire related to the Registration Statement to be completed by the Investor is attached hereto as Annex IV.

Registration Rights; Registration Procedures and Expenses. (1) If at any time or times after the date hereofClosing, the Company shall determine or be required to register any shares of its Common Stock or other equity securities for sale under the Securities Act in exchange for cash (whether in connection with a public offering of securities by the Company (a “primary offering”), a public offering of securities by stockholders of the Company (a “secondary offering”) or both), but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable, the Company shall: (A) Promptly give written notice thereof to each of the Investors. (B) Use commercially reasonable efforts to effect the registration under the Securities Act of all Investor Shares and Warrant Shares (but not any other shares) which such Investors request to be registered in a writing delivered to the Company within 10 days after such Investors’ receipt of the notice referred to above, subject to subparagraph (iii) below. (C) In the case of the registration of shares of Common Stock by the Company in connection with an underwritten public offering, (a) the Company shall not be required to include any Investor Shares or Warrant Shares in such underwriting unless the Investors thereof accept the terms of the underwriting as agreed upon between the Company and the underwriter or underwriters selected by it, and (b) if the underwriter(s) determines that marketing factors require a limitation on the number of Investor Shares and Warrant Shares to be offered, the Company shall not be required to register Investor Shares or Warrant Shares of the Investors in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered for the Company, and in the event of any such limitation, the number of Investor Shares and Warrant Shares of any Investor requesting inclusion in such registration shall be based upon the relative holdings of Common Stock of all Investors requesting such registration (and if any Investor would thus be entitled to include more Investor Shares and Warrant Shares than such Investor requested to be registered, the excess shall be allocated among other requesting Investors pro rata based upon their relative holdings of Common Stock). All expenses relating to the registration and offering of Investor Shares and Warrant Shares pursuant to this Section 5(a)(1) and pursuant to Section 5(a)(2) below shall be borne by the Company, except that the Investors shall bear underwriting discounts and selling commissions attributable to their Investor Shares and Warrant Shares being registered, any transfer taxes on shares being sold by such Investors and the costs of any counsel or other professional advisors engaged by the Investors. Notwithstanding the foregoing, the Company’s obligations pursuant to this Section 5(a)(1) shall be suspended for so long as the Registration Statement filed pursuant to Section 5(a)(2) is effective. (2) The Company shall: (A) Subject to the provisions of subparagraph (B) of this Section 5(a)(2) and Sections 5(c) and 5(d) below, use commercially reasonable efforts to prepare and file with the Commission as soon as reasonably practicable a registration statement on Form S-3 under Rule 415 under the Securities Act, or other eligible form of registration statement if Form S-3 is not then available to the Company (the “Registration Statement”) to enable the public offering and sale of the Investor Shares and Warrant Shares by the Investor from time to time through the NASDAQ National Global Market, the Nasdaq SmallCap Capital Market, the over-the-counter market or in privately-negotiated transactions or otherwise. (B) Use commercially reasonable efforts, subject to receipt of necessary information from the Investor, to cause the Registration Statement to become effective within 120 days after the Closing. (C) Promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for a period not exceeding the second anniversary of the Closing, or such shorter period which will terminate on the earlier of the date when (i) the Shares held by the Investor may be sold without registration under the Securities Act or (ii) all of the Shares covered by such Registration Statement have been sold pursuant to such Registration Statement or otherwise. (D) Promptly furnish to the Investor with respect to the Investor Shares and Warrant Shares registered under the Registration Statement (and to each underwriter, if any, of such Investor Shares and Warrant Shares) such number of copies of the Registration Statement and any amendment or supplement thereto and of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act as the Investor shall reasonably request. (E) Promptly file documents required of the Company for customary “blue sky” clearance in states specified in writing by the Investor and reasonably required by the Investor in order to resell its Investor Shares; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (F) Promptly inform the Investor when any stop order by the Commission has been issued with respect to the Investor Shares or Warrant Shares and use commercially reasonable efforts to promptly cause such stop order to be withdrawn. (G) Take such other actions as may reasonably be necessary to effect the registration of the resale of the Investor Shares and the Warrant Shares on a Registration Statement in accordance with the terms of this Agreement and to allow such Investor Shares and Warrant Shares to trade in the same market system or exchange where the Company’s Common Stock then trades. (H) File the reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is not required to file such reports, it will, upon the request of any holder of Investor Shares and Warrant Shares, make publicly available other information so long as necessary to permit sales under Rule 144 under the Securities Act), all to the extent required from time to time to enable the Investor to sell Investor Shares and Warrant Shares without registration under the Securities Act within the limitations provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission; provided, however, that, except as otherwise expressly provided in this Section 5(a)(2)(H), nothing in this Agreement shall require the Company to file reports under the Securities Act or the Exchange Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time when it is not required by law or by any agreement by which it is bound to do any of the foregoing. A questionnaire related to the Registration Statement to be completed by the Investor is attached hereto as Annex IV.

Registration Rights; Registration Procedures and Expenses. (1) If at any time or times after the date hereof, the Company shall determine or be required to register any shares of its Common Stock or other equity securities for sale under the Securities Act in exchange for cash (whether in connection with a public offering of securities by the Company (a “primary offering”"PRIMARY OFFERING"), a public offering of securities by stockholders of the Company (a “secondary offering”"SECONDARY OFFERING") or both), but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable, the Company shall: (Ai) Promptly give written notice thereof to each of the Investors. (Bii) Use commercially reasonable efforts to effect the registration under the Securities Act of all Investor Shares and Warrant Shares (but not any other shares) which such Investors request to be registered in a writing delivered to the Company within 10 days after such Investors’ ' receipt of the notice referred to above, subject to subparagraph (iii) below. (Ciii) In the case of the registration of shares of Common Stock by the Company in connection with an underwritten public offering, (a) the Company shall not be required to include any Investor Shares or Warrant Shares in such underwriting unless the Investors thereof accept the terms of the underwriting as agreed upon between the Company and the underwriter or underwriters selected by it, and (b) if the underwriter(s) determines that marketing factors require a limitation on the number of Investor Shares and Warrant Shares to be offered, the Company shall not be required to register Investor Shares or Warrant Shares of the Investors in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered for the Company, and in the event of any such limitation, limitation the number of Investor Shares and Warrant Shares of any Investor requesting inclusion in such registration shall be based upon the relative holdings of Common Stock of all Investors requesting such registration (and if any Investor would thus be entitled to include more Investor Shares and Warrant Shares than such Investor requested to be registered, the excess shall be allocated among other requesting Investors pro rata PRO RATA based upon their relative holdings of Common Stock). All expenses relating to the registration and offering of Investor Shares and Warrant Shares pursuant to this Section 5(a)(1) and pursuant to Section 5(a)(2) below shall be borne by the Company, except that the Investors shall bear underwriting and selling commissions attributable to their Investor Shares and Warrant Shares being registered, any transfer taxes on shares being sold by such Investors and the costs of any counsel or other professional advisors engaged by the Investors. Notwithstanding the foregoing, the Company’s obligations pursuant to this Section 5(a)(1) shall be suspended for so long as the Registration Statement filed pursuant to Section 5(a)(2) is effective. (2) The Company shall: (A) Subject to the provisions of subparagraph (B) of this Section 5(a)(2) and Sections 5(c) and 5(d) below, use commercially reasonable efforts to prepare and file with the Commission as soon as reasonably practicable a registration statement on Form S-3 under Rule 415 under the Securities Act, or other eligible form of registration statement if Form S-3 is not then available to the Company (the “Registration Statement”) to enable the public offering and sale of the Investor Shares and Warrant Shares by the Investor from time to time through the NASDAQ National Market, the Nasdaq SmallCap Market, the over-the-counter market or in privately-negotiated transactions or otherwise. (B) Use commercially reasonable efforts, subject to receipt of necessary information from the Investor, to cause the Registration Statement to become effective within 120 days after the Closing. (C) Promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for a period not exceeding the second anniversary of the Closing, or such shorter period which will terminate on the earlier of the date when (i) the Shares held by the Investor may be sold without registration under the Securities Act or (ii) all of the Shares covered by such Registration Statement have been sold pursuant to such Registration Statement or otherwise. (D) Promptly furnish to the Investor with respect to the Investor Shares and Warrant Shares registered under the Registration Statement (and to each underwriter, if any, of such Investor Shares and Warrant Shares) such number of copies of the Registration Statement and any amendment or supplement thereto and of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act as the Investor shall reasonably request. (E) Promptly file documents required of the Company for customary “blue sky” clearance in states specified in writing by the Investor and reasonably required by the Investor in order to resell its Investor Shares; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (F) Promptly inform the Investor when any stop order by the Commission has been issued with respect to the Investor Shares or Warrant Shares and use commercially reasonable efforts to promptly cause such stop order to be withdrawn. (G) Take such other actions as may reasonably be necessary to effect the registration of the resale of the Investor Shares and the Warrant Shares on a Registration Statement in accordance with the terms of this Agreement and to allow such Investor Shares and Warrant Shares to trade in the same market system or exchange where the Company’s Common Stock then trades. (H) File the reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is not required to file such reports, it will, upon the request of any holder of Investor Shares and Warrant Shares, make publicly available other information so long as necessary to permit sales under Rule 144 under the Securities Act), all to the extent required from time to time to enable the Investor to sell Investor Shares and Warrant Shares without registration under the Securities Act within the limitations provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission; provided, however, that, except as otherwise expressly provided in this Section 5(a)(2)(H), nothing in this Agreement shall require the Company to file reports under the Securities Act or the Exchange Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time when it is not required by law or by any agreement by which it is bound to do any of the foregoing. A questionnaire related to the Registration Statement to be completed by the Investor is attached hereto as Annex IV.

Registration Rights; Registration Procedures and Expenses. (1) If at any time or times after the date hereof, the Company shall determine or be required to register any shares of its Common Stock or other equity securities for sale under the Securities Act in exchange for cash (whether in connection with a public offering of securities by the Company (a “"primary offering”"), a public offering of securities by stockholders of the Company (a “"secondary offering”") or both), but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable, the Company shall: (Ai) Promptly give written notice thereof to each of the Investors. (Bii) Use commercially reasonable efforts to effect the registration under the Securities Act of all Investor Shares and Warrant Shares (but not any other shares) which such Investors request to be registered in a writing delivered to the Company within 10 20 days after such Investors’ ' receipt of the notice referred to above, subject to subparagraph (iii) below. (Ciii) In the case of the registration of shares of Common Stock by the Company in connection with an underwritten public offering, (ai) the Company shall not be required to include any Investor Shares or Warrant Shares in such underwriting unless the Investors thereof accept the terms of the underwriting as agreed upon between the Company and the underwriter or underwriters selected by it, and (bii) if the underwriter(s) determines that marketing factors require a limitation on the number of Investor Shares and Warrant Shares to be offered, the Company shall not be required to register Investor Shares or Warrant Shares of the Investors in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered for the Company, and in the event of any such limitation, limitation the number of Investor Shares and Warrant Shares of any Investor requesting inclusion in such registration shall be based upon the relative holdings of Common Stock of all Investors requesting such registration (and if any Investor would thus be entitled to include more Investor Shares and Warrant Shares than such Investor requested to be registered, the excess shall be allocated among other requesting Investors pro rata PRO RATA based upon their relative holdings of Common Stock). All expenses relating to the registration and offering of Investor Shares and Warrant Shares pursuant to this Section 5(a)(17(a)(1) and pursuant to Section 5(a)(2) below shall be borne by the Company, except that the Investors shall bear underwriting and selling commissions attributable to their Investor Shares being registered and Warrant Shares being registered, any transfer taxes on shares being sold by such Investors and the costs of any counsel or other professional advisors engaged by the Investors. Notwithstanding the foregoing, the Company’s obligations pursuant to this Section 5(a)(1) shall be suspended for so long as the Registration Statement filed pursuant to Section 5(a)(2) is effective. (2) The Company shall: (Aa) Subject to the provisions of subparagraph (B) of this Section 5(a)(2) and Sections 5(c) and 5(d) below, use commercially reasonable efforts to prepare Prepare and file with the Commission as soon as reasonably practicable within sixty (60) days of the Closing a registration statement on Form S-3 under Rule 415 under the Securities Act, or other eligible form of registration statement if Form S-3 is not then available to the Company (the “"Registration Statement”") to enable the public offering and sale of the Investor Shares and Warrant Shares by the Investor from time to time through the NASDAQ National Market, automated quotation system of the Nasdaq SmallCap Market, the over-the-counter market Market or in privately-negotiated transactions or otherwise. (Bb) Use commercially reasonable efforts, subject to receipt of necessary information from the Investor, to cause the Registration Statement to become effective within 120 days as soon as possible after the Closingfiling thereof. (Cc) Promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for a period not exceeding the second third anniversary of the Closing, or such shorter period which will terminate on the earlier of the date when (i) the Shares held by the Investor may be sold without registration under the Securities Act or (ii) all of the Shares covered by such Registration Statement have been sold pursuant to such Registration Statement or otherwise. (Dd) Promptly furnish to the Investor with respect to the Investor Shares and Warrant Shares registered under the Registration Statement (and to each underwriter, if any, of such Investor Shares and Warrant Shares) such number of copies of the Registration Statement and any amendment or supplement thereto and of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor shall may reasonably request, in order to keep the Investor apprised of the progress of the registration process and to facilitate the public sale or other disposition of all or any of the Investor Shares by the Investor. (Ee) Promptly file documents required of the Company for customary “"blue sky” " clearance in states specified in writing by the Investor and reasonably required by the Investor in order to resell its Investor Shares; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (Ff) Promptly inform the Investor when any stop order by the Commission has been issued with respect to the Investor Shares or Warrant Shares and use commercially reasonable its best efforts to promptly cause such stop order to be withdrawn. (Gg) Bear all expenses in connection with the procedures in subparagraphs (a) through (i) of this Section 7(a)(2) and the registration of the Investor Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisors to the Investor, PROVIDED that the Company shall pay the reasonable fees and expenses of one counsel to the Investors purchasing Shares in the Private Placement. (h) Take such other actions as may reasonably be necessary to effect the registration of the resale of the Investor Shares and the Warrant Shares on a Registration Statement in accordance with the terms of this Agreement and to allow such Investor Shares and Warrant Shares to trade in the same market system or exchange where the Company’s 's Common Stock then trades. (Hi) File the reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is not required to file such reports, it will, upon the request of any holder of Investor Shares and Warrant Shares, make publicly available other information so long as necessary to permit sales under Rule 144 under the Securities 1933 Act), all to the extent required from time to time to enable the Investor to sell Investor Shares and Warrant Shares without registration under the Securities Act within the limitations provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the Commission; providedPROVIDED, howeverHOWEVER, that, except as otherwise expressly provided in this Section 5(a)(2)(H), that nothing in this Agreement shall require the Company to file reports under the Securities Act or the Exchange Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time when it is not required by law or by any agreement by which it is bound to do any of the foregoing. A questionnaire related to the Registration Statement to be completed by the Investor is attached hereto as Annex ANNEX IV.

Registration Rights; Registration Procedures and Expenses. (1) If at any time or times after the date hereof, the Company shall determine or be required to register any shares of its Common Stock or other equity securities for sale under the Securities Act in exchange for cash (whether in connection with a public offering of securities by the Company (a “"primary offering”"), a public offering of securities by stockholders of the Company (a “"secondary offering”") or both), but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable, the Company shall: (A) Promptly give written notice thereof to each of the Investors. (B) Use commercially reasonable efforts to effect the registration under the Securities Act of all Investor Shares and Warrant Shares (but not any other shares) which such Investors request to be registered in a writing delivered to the Company within 10 days after such Investors’ ' receipt of the notice referred to above, subject to subparagraph (iii) below. (C) In the case of the registration of shares of Common Stock by the Company in connection with an underwritten public offering, (a) the Company shall not be required to include any Investor Shares or Warrant Shares in such underwriting unless the Investors thereof accept the terms of the underwriting as agreed upon between the Company and the underwriter or underwriters selected by it, and (b) if the underwriter(s) determines that marketing factors require a limitation on the number of Investor Shares and Warrant Shares to be offered, the Company shall not be required to register Investor Shares or Warrant Shares of the Investors in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered for the Company, and in the event of any such limitation, the number of Investor Shares and Warrant Shares of any Investor requesting inclusion in such registration shall be based upon the relative holdings of Common Stock of all Investors requesting such registration (and if any Investor would thus be entitled to include more Investor Shares and Warrant Shares than such Investor requested to be registered, the excess shall be allocated among other requesting Investors pro rata based upon their relative holdings of Common Stock). All expenses relating to the registration and offering of Investor Shares and Warrant Shares pursuant to this Section 5(a)(1) and pursuant to Section 5(a)(2) below shall be borne by the Company, except that the Investors shall bear underwriting and selling commissions attributable to their Investor Shares and Warrant Shares being registered, any transfer taxes on shares being sold by such Investors and the costs of any counsel or other professional advisors engaged by the Investors. Notwithstanding the foregoing, the Company’s obligations pursuant to this Section 5(a)(1) shall be suspended for so long as the Registration Statement filed pursuant to Section 5(a)(2) is effective. (2) The Company shall: (A) Subject to the provisions of subparagraph (B) of this Section 5(a)(2) and Sections 5(c) and 5(d) below, use commercially reasonable efforts to prepare and prepare, file with the Commission as soon as reasonably practicable and cause to be declared effective by the Commission within 120 days of the Closing (the "Target Deadline") a registration statement on Form S-3 under Rule 415 under the Securities Act, or other eligible form of registration statement if Form S-3 is not then available to the Company (the “"Registration Statement”") to enable the public offering and sale of the Investor Shares and Warrant Shares by the Investor from time to time through the NASDAQ Nasdaq National Market, the Nasdaq SmallCap Market, the over-the-counter market or in privately-negotiated transactions or otherwise. (B) Use commercially reasonable efforts to prevent the Registration Statement from being declared effective within 90 days of the Closing. The Company shall use commercially reasonable efforts, subject to receipt of necessary information from the Investor, to cause the Registration Statement to become effective within 120 days as promptly as practicable after filing thereof, subject to the Closingpreceding sentence. (C) Promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for a period not exceeding the second anniversary of the Closing, or such shorter period which will terminate on the earlier of the date when (i) the Shares held by the Investor may be sold without registration under the Securities Act or (ii) all of the Shares covered by such Registration Statement have been sold pursuant to such Registration Statement or otherwise. (D) Promptly furnish to the Investor with respect to the Investor Shares and Warrant Shares registered under the Registration Statement (and to each underwriter, if any, of such Investor Shares and Warrant Shares) such number of copies of the Registration Statement and any amendment or supplement thereto and of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act as the Investor shall reasonably request. (E) Promptly file documents required of the Company for customary “"blue sky” " clearance in states specified in writing by the Investor and reasonably required by the Investor in order to resell its Investor Shares; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (F) Promptly inform the Investor when any stop order by the Commission has been issued with respect to the Investor Shares or Warrant Shares and use commercially reasonable efforts to promptly cause such stop order to be withdrawn. (G) Take such other actions as may reasonably be necessary to effect the registration of the resale of the Investor Shares and the Warrant Shares on a Registration Statement in accordance with the terms of this Agreement and to allow such Investor Shares and Warrant Shares to trade in the same market system or exchange where the Company’s 's Common Stock then trades. (H) File the reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is not required to file such reports, it will, upon the request of any holder of Investor Shares and Warrant Shares, make publicly available other information so long as necessary to permit sales under Rule 144 under the Securities Act), all to the extent required from time to time to enable the Investor to sell Investor Shares and Warrant Shares without registration under the Securities Act within the limitations provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission; provided, however, that, except as otherwise expressly provided in this Section 5(a)(2)(H), that nothing in this Agreement shall require the Company to file reports under the Securities Act or the Exchange Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time when it is not required by law or by any agreement by which it is bound to do any of the foregoing. A questionnaire related to the Registration Statement to be completed by the Investor is attached hereto as Annex IV.

Registration Rights; Registration Procedures and Expenses. (1) If at any time or times after the date hereof, the Company shall determine or be required to register any shares of its Common Stock or other equity securities for sale under the Securities Act in exchange for cash (whether in connection with a public offering of securities by the Company (a “primary offering”), a public offering of securities by stockholders of the Company (a “secondary offering”) or both), but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable, the Company shall: (A) Promptly give written notice thereof to each of the Investors. (B) Use commercially reasonable efforts to effect the registration under the Securities Act of all Investor Shares and Warrant Shares (but not any other shares) which such Investors request to be registered in a writing delivered to the Company within 10 days after such Investors’ receipt of the notice referred to above, subject to subparagraph (iii) below. (C) In the case of the registration of shares of Common Stock by the Company in connection with an underwritten public offering, (a) the Company shall not be required to include any Investor Shares or Warrant Shares in such underwriting unless the Investors thereof accept the terms of the underwriting as agreed upon between the Company and the underwriter or underwriters selected by it, and (b) if the underwriter(s) determines that marketing factors require a limitation on the number of Investor Shares and Warrant Shares to be offered, the Company shall not be required to register Investor Shares or Warrant Shares of the Investors in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered for the Company, and in the event of any such limitation, the number of Investor Shares and Warrant Shares of any Investor requesting inclusion in such registration shall be based upon the relative holdings of Common Stock of all Investors requesting such registration (and if any Investor would thus be entitled to include more Investor Shares and Warrant Shares than such Investor requested to be registered, the excess shall be allocated among other requesting Investors pro rata based upon their relative holdings of Common Stock). All expenses relating to the registration and offering of Investor Shares and Warrant Shares pursuant to this Section 5(a)(1) and pursuant to Section 5(a)(2) below shall be borne by the Company, except that the Investors shall bear underwriting discounts and selling commissions attributable to their Investor Shares and Warrant Shares being registered, any transfer taxes on shares being sold by such Investors and the costs of any counsel or other professional advisors engaged by the Investors. Notwithstanding the foregoing, the Company’s obligations pursuant to this Section 5(a)(1) shall be suspended for so long as the Registration Statement filed pursuant to Section 5(a)(2) is effective. (2) The Company shall: (A) Subject to the provisions of subparagraph (B) of this Section 5(a)(2) and Sections 5(c) and 5(d) below, use commercially reasonable efforts to prepare and file with the Commission as soon as reasonably practicable a registration statement on Form S-3 under Rule 415 under the Securities Act, or other eligible form of registration statement if Form S-3 is not then available to the Company (the “Registration Statement”) to enable the public offering and sale of the Investor Shares and Warrant Shares by the Investor from time to time through the NASDAQ National Global Market, the Nasdaq SmallCap Capital Market, the over-the-counter market or in privately-negotiated transactions or otherwise. (B) Use commercially reasonable efforts, subject to receipt of necessary information from the Investor, to cause the Registration Statement to become effective within 120 days after the Closing. (C) Promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for a period not exceeding the second anniversary of the Closing, or such shorter period which will terminate on the earlier of the date when (i) the Shares held by the Investor may be sold without registration under the Securities Act or (ii) all of the Shares covered by such Registration Statement have been sold pursuant to such Registration Statement or otherwise. (D) Promptly furnish to the Investor with respect to the Investor Shares and Warrant Shares registered under the Registration Statement (and to each underwriter, if any, of such Investor Shares and Warrant Shares) such number of copies of the Registration Statement and any amendment or supplement thereto and of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act as the Investor shall reasonably request. (E) Promptly file documents required of the Company for customary “blue sky” clearance in states specified in writing by the Investor and reasonably required by the Investor in order to resell its Investor Shares; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (F) Promptly inform the Investor when any stop order by the Commission has been issued with respect to the Investor Shares or Warrant Shares and use commercially reasonable efforts to promptly cause such stop order to be withdrawn. (G) Take such other actions as may reasonably be necessary to effect the registration of the resale of the Investor Shares and the Warrant Shares on a Registration Statement in accordance with the terms of this Agreement and to allow such Investor Shares and Warrant Shares to trade in the same market system or exchange where the Company’s Common Stock then trades. (H) File the reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is not required to file such reports, it will, upon the request of any holder of Investor Shares and Warrant Shares, make publicly available other information so long as necessary to permit sales under Rule 144 under the Securities Act), all to the extent required from time to time to enable the Investor to sell Investor Shares and Warrant Shares without registration under the Securities Act within the limitations provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission; provided, however, that, except as otherwise expressly provided in this Section 5(a)(2)(H), nothing in this Agreement shall require the Company to file reports under the Securities Act or the Exchange Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time when it is not required by law or by any agreement by which it is bound to do any of the foregoing. A questionnaire related to the Registration Statement to be completed by the Investor is attached hereto as Annex IV.

Registration Rights; Registration Procedures and Expenses. (1) If at any time or times after the date hereof, the Company shall determine or be required to register any shares of its Common Stock or other equity securities for sale under the Securities Act in exchange for cash (whether in connection with a public offering of securities by the Company (a “"primary offering”"), a public offering of securities by stockholders of the Company (a “"secondary offering”") or both), but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable, the Company shall: (Ai) Promptly give written notice thereof to each of the Investors. (Bii) Use commercially reasonable best efforts to effect the registration under the Securities Act of all Investor Shares and Warrant Shares (but not any other shares) which such Investors request to be registered in a writing delivered to the Company within 10 20 days after such Investors’ ' receipt of the notice referred to above, subject to subparagraph (iii) below. (Ciii) In the case of the registration of shares of Common Stock by the Company in connection with an underwritten public offering, (ai) the Company shall not be required to include any Investor Shares or Warrant Shares in such underwriting unless the Investors thereof accept the terms of the underwriting as agreed upon between the Company and the underwriter or underwriters selected by it, and (bii) if the underwriter(s) determines that marketing factors require a limitation on the number of Investor Shares and Warrant Shares to be offered, the Company shall not be required to register Investor Shares or Warrant Shares of the Investors in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered for the Company, and in the event of any such limitation, limitation the number of Investor Shares and Warrant Shares of any Investor requesting inclusion in such registration shall be based upon the relative holdings of Common Stock of all Investors requesting such registration (and if any Investor would thus be entitled to include more Investor Shares and Warrant Shares than such Investor requested to be registered, the excess shall be allocated among other requesting Investors pro rata PRO RATA based upon their relative holdings of Common Stock). All expenses relating to the registration and offering of Investor Shares and Warrant Shares pursuant to this Section 5(a)(1) and pursuant to Section 5(a)(2) below shall be borne by the Company, except that the Investors shall bear underwriting and selling commissions attributable to their Investor Shares being registered and Warrant Shares being registered, any transfer taxes on shares being sold by such Investors and the costs of any counsel or other professional advisors engaged by the Investors. Notwithstanding the foregoing, the Company’s obligations pursuant to this Section 5(a)(1) shall be suspended for so long as the Registration Statement filed pursuant to Section 5(a)(2) is effective. (2) The Company shall: (Aa) Subject to the provisions of subparagraph (B) of this Section 5(a)(2) and Sections 5(c) and 5(d) below, use commercially reasonable efforts to prepare and file with the Commission as soon as reasonably practicable within 120 days of the Closing a registration statement on Form S-3 under Rule 415 under the Securities Act, or other eligible form of registration statement if Form S-3 is not then available to the Company (the “"Registration Statement”") to enable the public offering and sale of the Investor Shares and Warrant Shares by the Investor from time to time through the NASDAQ National Market, the Nasdaq SmallCap Market, the over-the-counter market or in privately-negotiated transactions or otherwise. (Bb) Use commercially reasonable best efforts, subject to receipt of necessary information from the Investor, to cause the Registration Statement to become effective within 120 as promptly as practicable after filing thereof and in any event not more than 75 days after the Closingsuch filing. (Cc) Promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for a period not exceeding the second anniversary of the Closing, or such shorter period which will terminate on the earlier of the date when (i) the Shares held by the Investor may be sold without registration under the Securities Act or (ii) all of the Shares covered by such Registration Statement have been sold pursuant to such Registration Statement or otherwise. (Dd) Promptly furnish to the Investor with respect to the Investor Shares and Warrant Shares registered under the Registration Statement (and to each underwriter, if any, of such Investor Shares and Warrant Shares) such number of copies of the Registration Statement and any amendment or supplement thereto and of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor shall may reasonably request, in order to keep the Investor apprised of the progress of the registration process and to facilitate the public sale or other disposition of all or any of the Investor Shares by the Investor. (Ee) Promptly file documents required of the Company for customary “"blue sky” " clearance in states specified in writing by the Investor and reasonably required by the Investor in order to resell its Investor Shares; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (Ff) Promptly inform the Investor when any stop order by the Commission has been issued with respect to the Investor Shares or Warrant Shares and use commercially reasonable its best efforts to promptly cause such stop order to be withdrawn. (Gg) Take such other actions as may reasonably be necessary to effect the registration of the resale of the Investor Shares and the Warrant Shares on a Registration Statement in accordance with the terms of this Agreement and to allow such Investor Shares and Warrant Shares to trade in the same market system or exchange where the Company’s 's Common Stock then trades. (Hh) File the reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is not required to file such reports, it will, upon the request of any holder of Investor Shares and Warrant Shares, make publicly available other information so long as necessary to permit sales under Rule 144 under the Securities 1933 Act), all to the extent required from time to time to enable the Investor to sell Investor Shares and Warrant Shares without registration under the Securities Act within the limitations provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the Commission; providedPROVIDED, howeverHOWEVER, that, except as otherwise expressly provided in this Section 5(a)(2)(H), that nothing in this Agreement shall require the Company to file reports under the Securities Act or the Exchange Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time when it is not required by law or by any agreement by which it is bound to do any of the foregoing. A questionnaire related to the Registration Statement to be completed by the Investor is attached hereto as Annex ANNEX IV.

Registration Rights; Registration Procedures and Expenses. (1) If at any time or times after the date hereof, the Company shall determine or be required to register any shares of its Common Stock or other equity securities for sale under the Securities Act in exchange for cash (whether in connection with a public offering of securities by the Company (a “primary offering”), a public offering of securities by stockholders of the Company (a “secondary offering”) or both), but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable, the Company shall: (A) Promptly give written notice thereof to each of the Investors. (B) Use commercially reasonable efforts to effect the registration under the Securities Act of all Investor Shares and Warrant Shares (but not any other shares) which such Investors request to be registered in a writing delivered to the Company within 10 days after such Investors’ receipt of the notice referred to above, subject to subparagraph (iii) below. (C) In the case of the registration of shares of Common Stock by the Company in connection with an underwritten public offering, (a) the Company shall not be required to include any Investor Shares or Warrant Shares in such underwriting unless the Investors thereof accept the terms of the underwriting as agreed upon between the Company and the underwriter or underwriters selected by it, and (b) if the underwriter(s) determines that marketing factors require a limitation on the number of Investor Shares and Warrant Shares to be offered, the Company shall not be required to register Investor Shares or Warrant Shares of the Investors in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered for the Company, and in the event of any such limitation, the number of Investor Shares and Warrant Shares of any Investor requesting inclusion in such registration shall be based upon the relative holdings of Common Stock of all Investors requesting such registration (and if any Investor would thus be entitled to include more Investor Shares and Warrant Shares than such Investor requested to be registered, the excess shall be allocated among other requesting Investors pro rata based upon their relative holdings of Common Stock). All expenses relating to the registration and offering of Investor Shares and Warrant Shares pursuant to this Section 5(a)(1) and pursuant to Section 5(a)(2) below shall be borne by the Company, except that the Investors shall bear underwriting and selling commissions attributable to their Investor Shares and Warrant Shares being registered, any transfer taxes on shares being sold by such Investors and the costs of any counsel or other professional advisors engaged by the Investors. Notwithstanding the foregoing, the Company’s obligations pursuant to this Section 5(a)(1) shall be suspended for so long as the Registration Statement filed pursuant to Section 5(a)(2) is effective. (2) The Company shall: (A) Subject to the provisions of subparagraph (B) of this Section 5(a)(2) and Sections 5(c) and 5(d) below, use commercially reasonable efforts to prepare and file with the Commission as soon as reasonably practicable within 60 days of the Closing a registration statement on Form S-3 under Rule 415 under the Securities Act, or other eligible form of registration statement if Form S-3 is not then available to the Company Act (the “Registration Statement”) to enable the public offering and sale of the Investor Shares and Warrant Shares by the Investor from time to time through the NASDAQ National Market, the Nasdaq SmallCap Market, the over-the-counter market or in privately-negotiated transactions or otherwise. (B) Use The Company shall use commercially reasonable efforts, subject to receipt of necessary information from the Investor, to cause the Registration Statement to become effective within 120 days after the Closing. (C) Promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for a period not exceeding the second anniversary of the Closing, or such shorter period which will terminate on the earlier of the date when (i) the Shares held by the Investor may be sold without registration under the Securities Act or (ii) all of the Shares covered by such Registration Statement have been sold pursuant to such Registration Statement or otherwise. (D) Promptly furnish to the Investor with respect to the Investor Shares and Warrant Shares registered under the Registration Statement (and to each underwriter, if any, of such Investor Shares and Warrant Shares) such number of copies of the Registration Statement and any amendment or supplement thereto and of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act as the Investor shall reasonably request. (E) Promptly file documents required of the Company for customary “blue sky” clearance in states specified in writing by the Investor and reasonably required by the Investor in order to resell its Investor Shares; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (F) Promptly inform the Investor when any stop order by the Commission has been issued with respect to the Investor Shares or Warrant Shares and use commercially reasonable efforts to promptly cause such stop order to be withdrawn. (G) Take such other actions as may reasonably be necessary to effect the registration of the resale of the Investor Shares and the Warrant Shares on a Registration Statement registration statement on Form S-3 in accordance with the terms of this Agreement and to allow such Investor Shares and Warrant Shares to trade in the same market system or exchange where the Company’s Common Stock then trades. (H) File the reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is not required to file such reports, it will, upon the request of any holder of Investor Shares and Warrant Shares, make publicly available other information so long as necessary to permit sales under Rule 144 under the Securities Act), all to the extent required from time to time to enable the Investor to sell Investor Shares and Warrant Shares without registration under the Securities Act within the limitations provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission; provided, however, that, except as otherwise expressly provided in this Section 5(a)(2)(H), nothing in this Agreement shall require the Company to file reports under the Securities Act or the Exchange Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time when it is not required by law or by any agreement by which it is bound to do any of the foregoing. A questionnaire related to the Registration Statement to be completed by the Investor is attached hereto as Annex IV.