Common use of Registration Clause in Contracts

Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basis.

Registration. (a) On or prior The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the applicable Filing Date, the Company shall prepare and file with the Commission a continuous effectiveness of any Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement to be that has been declared effective under shall begin on the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act date hereof and continue until the date which is the earlier date of when (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions any restriction pursuant to Rule 144(k), 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Registration Period”). Notwithstanding anything contained herein . (b) Subject to the contrary, in the event that the Commission limits the amount terms and conditions of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registeredthis Agreement, the Company may exclude from such registration statement shall (i) as soon as practicable, but in no case later than the minimum Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities on behalf as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of the Lender as is necessary to comply with such limitation Registrable Securities by the CommissionInvestor under Rule 415 at then prevailing market prices (and not fixed prices). In such The Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day following the date of effectiveness, the Company shall give file with the Lender prompt notice SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the number of Registration Statement with the Registrable Securities so excluded. Further, and in addition to the foregoingSEC, the Company will not be liable for payment shall furnish a draft of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisInvestor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.

Registration. (a) On The Company will keep, at the office or prior agency maintained by the Company for such purpose, a register or registers in which, subject to the applicable Filing Datesuch reasonable regulations as it may prescribe, the Company shall prepare provide for the registration of, and file registration of transfer and exchange of, Preference Warrants as provided in this Article. Each person designated by the Company from time to time as a person authorized to register the transfer and exchange of the Preference Warrants is hereinafter called, individually and collectively, the "Preference Registrar." The Company hereby initially appoints the Preference Warrant Agent as Preference Registrar. Upon written notice to the Preference Warrant Agent and any acting Preference Registrar, the Company may appoint a successor Preference Registrar for such purposes. In connection with the Commission separate units offering being conducted simultaneously, the Company is issuing a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415number of Warrants. The Company shall use good faith efforts agrees to include keep separate registers for the Registrable Securities Warrants and the Preference Warrants. The Company may utilize the same entity as Registrar for the Warrants and for the Preference Warrants. The Preference Warrant Agent is also the warrant agent for the Warrants being issued by the Company in the Company’s Registration Statement on Form S-1 Units Offering. The functions and obligations of the Registrar and of the Preference Registrar are virtually identical. Likewise, the functions and obligations of the Preference Warrant Agent and of the Warrant Agent are virtually identical. In each case, this Agreement relates only to the relationship between the Company and the Preference Warrants Agent and Preference Registrar. The relationship between the Company and the Warrant Agent and Registrar of the Units is covered by a separate warrant agreement which is dated as filed with of the Commission on July 25date hereof. The Company will at all times designate one person (which may be the Company and which need not be a Preference Registrar) to act as repository of a master list of names and addresses of the holders of Preference Warrants (the "Preference Warrant Register"). The Preference Warrant Agent will act as such repository unless and until some other person is, 2007. If such inclusion is not permitted by written notice from the Company to the Preference Warrant Agent and the Preference Registrar, designated by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2Company to act as such. The Company shall cause each Preference Registrar to furnish to such Registration Statement repository, on a current basis, such information as to become effective all registrations of transfer and remain effective exchanges effected by such Preference Registrar, as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold or (ii) all Registrable Securities may be sold immediately without registration under necessary to enable such repository to maintain the Securities Act and without volume restrictions pursuant to Rule 144(k), Preference Warrant Register on as determined by the counsel to the Company pursuant to current a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender basis as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basispracticable.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) On Shelf Registration of the Common Stock. Within two weeks prior or prior subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable Filing Dateprovisions of the Securities Act), the Company shall prepare General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a continuous basis Registration Statement filed pursuant to Rule 415. The Company shall use good faith efforts subsection (a) above, provided that the General Partner is furnished all information with respect to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause of Redemption Shares required to complete such Registration Statement to become and have it declared effective and remain effective as provided hereinby the Commission. The Company shall General Partner will use its reasonable commercial best efforts to cause such have the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereofAct. The General Partner need not file a separate Registration Statement, but in any event no later may file one Registration Statement covering Redemption Shares issuable to more than the Effectiveness Dateone Limited Partner. The Company shall use its reasonable commercial efforts General Partner further agrees to keep such supplement or make amendments to each Registration Statement continuously effective under Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act until the date which is the 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 rules and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to regulations thereunder for such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basis.

Registration. (a) On or prior to the applicable Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 SB-2 or SB-2Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2 or Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause such the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s 's transfer agent and the affected Holders (the “"Effectiveness Period”"). Notwithstanding anything contained herein . (b) If: (i) the Registration Statement is not filed on or prior to the contraryFiling Date; (ii) the Registration Statement is not declared effective by the Commission by the Effectiveness Date; (iii) after the Registration Statement is filed with and declared effective by the Commission, the Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the event that aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the Commission limits date the amount of Registrable Securities that may be sold by selling security holders in a particular Registration StatementStatement is declared effective); or (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days (provided the Commission takes the position that the all or a portion Company shall not have been able to cure such trading suspension within 30 days of the Registrable Securities cannot be registerednotice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an "Event," and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 day or 20 consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as "Event Date"), then until the applicable Event is cured, the Company may exclude from such registration statement the minimum number of Registrable Securities shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% for each thirty (30) day period (prorated for partial periods) on behalf a daily basis of the Lender original principal amount of the Note. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as is necessary to comply with such limitation of the date when an Event has been cured by the Commission. In such event the Company shall give be paid within three (3) days following the Lender prompt notice date on which such Event has been cured by the Company. (c) Within three business days of the number of the Registrable Securities so excluded. Further, and in addition to the foregoingEffectiveness Date, the Company will shall cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by Laurus and confirmation by Laurus that it has complied with the prospectus delivery requirements, provided that the Company has not be liable for payment of any damages advised the transfer agent orally or penalties for any delay in registration writing that the opinion has been withdrawn. Copies of the Registrable Securities in blanket opinion required by this Section 2(c) shall be delivered to Laurus within the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basistime frame set forth above.

Registration. (a) On or From and after the Distribution Date and prior to the applicable Filing earlier of the Redemption Date and the Final Expiration Date, the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering cause to be made on kept at the Corporate Trust Office of the Rights Agent a continuous basis pursuant Rights Register (a "Rights Register") in which, subject to Rule 415such reasonable regulations as it may prescribe, the Company shall provide for the registration of Right Certificates and of transfers of Rights. The Rights Agent is hereby appointed the registrar and transfer agent (the "Rights Registrar") for the purpose of registering Right Certificates and transfers of Rights as herein provided and the Rights Agent agrees to maintain such Rights Register in accordance with such regulations so long as it continues to be designated as Rights Registrar hereunder. Upon surrender to the Rights Agent for registration of transfer of any Right Certificate, the Company shall use good faith efforts to include execute, and the Registrable Securities Rights Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Right Certificates evidencing a like number of Rights. At the option of the holder, Right Certificates may be exchanged for other Right Certificates upon surrender of the Right Certificates to be exchanged to the Rights Agent. Whenever any Right Certificates are so surrendered for exchange, the Company shall execute, and the Rights Agent shall authenticate and deliver, the Right Certificates which the holder making the exchange is entitled to receive. All Right Certificates issued upon any registration of transfer or exchange of Right Certificates shall be the valid obligations of the Company’s Registration Statement on Form S-1 , evidencing the same Rights, and entitled to the same benefits under this Agreement, as filed with the Commission on July 25, 2007Right Certificates surrendered upon such registration of transfer or exchange. If such inclusion is not permitted Every Right Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the selling security holders thereunderCompany or the Rights Agent) be duly endorsed, or is otherwise impractical, then the Registrable Securities shall be included accompanied by a written instrument of transfer in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), as determined by the counsel form satisfactory to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (Rights Registrar duly executed, by the “Effectiveness Period”)holder thereof or his attorney duly authorized in writing. Notwithstanding anything contained herein No service charge shall be made for any registration of transfer or exchange of Right Certificates, but the Company may require payment by the holder of a sum sufficient to the contrary, in the event that the Commission limits the amount of Registrable Securities cover any tax or other governmental charge that may be sold by selling security holders imposed in a particular Registration Statementconnection with any registration of transfer or exchange of Right Certificates, or the Commission takes the position that the all or a portion other than exchanges not involving any transfer. The provisions of the Registrable Securities cannot this Section 6 shall be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition subject to the foregoing, the Company will not be liable for payment provisions of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisSection 15.

Registration. (a) On or prior to Each time the applicable Filing DateCompany shall propose the registration under the Act of any securities of the Company, the Company shall prepare and file with give written notice (the Commission a Registration Statement covering "Company Notice") of such proposed registration to the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415Holder. The Company shall use good faith efforts to will include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause any such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible any securities (or portion thereof) of any Holder who 15 days after the filing thereofmailing of such notice shall request inclusion. Each Holder shall be entitled to all the benefits of this Paragraph 11; provided, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k)however, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, that in the event that the Commission limits managing underwriter for the amount proposed offering for which the registration is being effected shall determine that the inclusion of Registrable Securities all securities requested to be included by the Holder would adversely affect the ability of the underwriter to sell all of the securities requested to be included in such offering, the Holder shall agree to reduce the number of securities to be included to the number recommended by the underwriter, provided that may be sold by selling security holders all Holders of Warrants issued hereunder are similarly treated. Nothing herein contained shall limit the right of the Company to terminate a proposed registration for any reason in a particular its absolute discretion. The Company shall not grant to any holder of its securities rights to include securities in any offering of the type described in this Paragraph 11 which are superior to those of the Holder. The Company will pay the costs and expenses incident to the performance of its obligations under this Paragraph 11, including the fees and expenses of its counsel, the fees and expenses of its accountants and all other costs and expenses incident to the preparation, printing and filing under the Act of any such Registration Statement, or each prospectus and all amendments and supplements thereof, the Commission takes costs incurred in connection with the position that the all or a portion qualification of the Registrable Securities cannot be registeredsecurities under the laws of various jurisdictions (including fees and disbursements of counsel to the Company), the Company may exclude from cost of furnishing to the Holder copies of any such Registration Statement, each preliminary prospectus, the final prospectus and each amendment and supplement thereto, all expenses incident to delivery of the security to any underwriter or underwriters, but not any underwriting commissions or discounts charged to the Holder. Any Holder whose securities are included (in whole or in part) in a registration statement filed by the minimum number Company hereunder agrees, if requested by the managing underwriter of Registrable Securities on behalf such offering, not to effect any public sale or distribution of securities of the Lender same class as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice (or securities exchangeable or exercisable for or convertible into securities of the number of same class as) the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be securities included and sold by selling security holders in the Registration Statement Statement, including a sale pursuant to Rule 144 under the Act (except as part of such underwritten registration) during the 90-day period (or shorter period requested by the underwriter) beginning on the closing date of such underwritten offering to the extent timely notified in writing by the Company or the managing underwriter. The Company agrees not to effect any public or private sale or distribution of securities of the same class as the securities (or convertible into or exchangeable or exercisable for securities of the same class as the securities), including a sale pursuant to Section 4(2) or Regulation D under the Act, during the 90-day period beginning on the closing date of an offering made pursuant to this Paragraph 11 except that in the case of a "shelf" registration made pursuant to Rule 415 promulgated under the 1933 Act no public sale or any other basisdistribution shall be made by the Company until 60 days following the effective date of the registration statement covering Holder's securities.

Registration. (a) On or prior to the applicable each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Each Registration Statement shall be on Form S-1 or SB-2S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) with respect to the Registration Statement required to be filed in connection with the Note issued on the initial funding date under the Securities Purchase Agreement, the Minimum Borrowing Note issued on the initial funding date under the Security Agreement and the Warrants issued on such initial funding date, use its best efforts to cause such Registration Statement to become effective as provided herein; provided that, such Registration Statement shall be required to remain effective as provided herein notwithstanding the use of best efforts by the Company and (ii) in respect of each other Registration Statement, cause each such Registration Statement to become effective and remain effective as provided hereinherein notwithstanding the use of best efforts by the Company. The Company shall use its reasonable commercial efforts to cause such each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement have been sold or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the each, an “Effectiveness Period”). Notwithstanding anything contained herein If: (i) any Registration Statement is not filed on or prior to the contraryapplicable Filing Date for such Registration Statement; (ii) a Registration Statement filed hereunder is not declared effective by the Commission by the applicable Effectiveness Date; (iii) after a Registration Statement is filed with and declared effective by the Commission, a Discontinuation Event (as hereafter defined) shall occur and be continuing, or such Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period applicable to such Registration Statement (without being succeeded immediately by an additional Registration Statement filed and declared effective), for a period of time which shall exceed 30 days in the event that aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the Commission limits date such Registration Statement is declared effective); or (iv) the amount of Registrable Securities that may be sold by selling security holders in a particular Registration StatementCommon Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days (provided the Commission takes the position that the all or a portion Company shall not have been able to cure such trading suspension within 30 days of the Registrable Securities cannotice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 day or 20 consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as “Event Date”), then as partial relief for the damages to the Purchaser by reason of the occurrence of any such Event (which remedy shall not be registeredexclusive of any other remedies available at law or in equity), the Company may exclude from such registration statement shall pay to the minimum number of Registrable Securities on behalf Purchaser for each day that an Event has occurred and is continuing, an amount in cash equal to one-thirtieth (1/30th) of the Lender product of: (A) the sum of (I) the original principal amount of the Note (as is necessary to comply with defined in the Securities Purchase Agreement) plus (II) the then outstanding principal amount of the Minimum Borrowing Note (as defined in the Security Agreement) multiplied by (B) 0.02. While such limitation Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event has been cured by the CommissionCompany shall be paid within three (3) days following the date on which such Event has been cured by the Company. In such the event the Company fails to make any payments pursuant to this Section 2(b) in a timely manner, such payments shall give bear interest at the Lender prompt notice rate of 1.5% per month (prorated for partial months) until paid in full. (b) Within three business days of the number of the Registrable Securities so excluded. Further, and in addition to the foregoingEffectiveness Date, the Company will shall cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not be liable for payment of any damages advised the transfer agent orally or penalties for any delay in registration writing that the opinion has been withdrawn. Copies of the Registrable Securities in the event that such delay is due blanket opinion required by this Section 2(c) shall be delivered to the fact that Purchaser within the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basistime frame set forth above.

Registration. (a) On or prior to the applicable each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous or delayed basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial best efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event event, no later than the Effectiveness Date. The Company , and shall use its reasonable commercial best efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is the earlier date earliest of when (i) the date when all Registrable Securities covered by the Registration Statement have been sold or sold, (ii) the date when all Registrable registrable Securities covered by the Registration Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed upon actual receipt by the Holders of a notice from the Company stating that the Company will deliver certificates without restrictive legends upon surrender by the Holders of the existing certificates along with appropriate seller’s and acceptable broker’s representation letters, or (iii) with respect to subsequent Holders only, the Company’s transfer agent and date two years after the affected Holders date that the Registration Statement is declared effective by the Commission (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that . (b) If for any reason the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the does not permit all or a portion of the Registrable Securities canto be included in the Registration Statement filed pursuant to Section 2(a), then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by the 45th day following such date, an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be registeredmade on a continuous or delayed basis pursuant to Rule 415. The Company shall use its best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the 120th day following the date on which the Company becomes aware that such Registration Statement is required to be filed under this Agreement (each such 120th day, the “Effectiveness Date” for such Registration Statement), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. (c) If: (i) a Registration Statement is not filed on or prior to its Filing Date, or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, or (iii) after its Effective Date, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for an aggregate of more than 30 consecutive days in any 365 consecutive day period, (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 consecutive day is exceeded, being referred to as “Event Date”), then, in addition to any other rights available to the Holders: (x) on such Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement; and (y) on each monthly anniversary of each such Event Date thereof (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the Lender as is necessary aggregate purchase price paid by such Holder pursuant to comply with such limitation the Purchase Agreement, provided, that (i) the maximum amount of liquidated damages payable by the Commission. In Company to such event Holder pursuant to this Agreement shall not exceed 10.0% of the Company aggregate purchase price paid by such Holder pursuant to the Purchase Agreement and (ii) all periods shall give the Lender prompt notice of be tolled, with respect to a Holder, by the number of days in excess of five (5) during which such Holder fails to provide the Company with information regarding such Holder which was requested by the Company in writing in order to effect the registration of such Holder’s Registrable Securities. It shall be a condition precedent to the obligations of the Company to pay any liquidated damages pursuant to this Section 2 with respect to the Registrable Securities so excluded. Further, and in addition of any Holder that such Holder shall furnish to the foregoingCompany such information regarding itself and the Registrable Securities held by it as contemplated by the preceding sentence. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will not pay interest thereon at a rate of 8% per annum (or such lesser maximum amount that is permitted to be liable paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for payment any portion of a month prior to the cure of an Event and shall be paid on the fifth day after the cure thereof. (d) Each Holder shall comply with the prospectus delivery requirements of the Securities Act in connection with the offer or sale of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due pursuant to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisStatement.

Registration. (a) On or prior to the applicable each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Each Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement hereunder shall be on Form S-1 S-1, unless expressly specified otherwise, or SB-2such other Securities Act form available to the Company for such filing. The Company shall cause such Registration Statement Subject to become effective and remain effective as provided herein. The the terms of this Agreement, the Company shall use its commercially reasonable commercial efforts to cause such a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date. The Company , and shall use its commercially reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the first to occur of: (A) the date which that is three (3) years from the earlier date of when the Registration Statement is declared effective by the Commission (the “Cut-Off Date”) and (B) the date that all Registrable Securities covered by such Registration Statement (i) all Registrable Securities have been sold sold, thereunder or pursuant to Rule 144, or (ii) all Registrable Securities may be sold immediately Rule 144 without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k)restriction or limitation, as determined by the counsel to the Company pursuant to a written opinion letter which shall be obtained at the Company’s expense, to such effect, addressed addressed, delivered and acceptable to the Company’s transfer agent Transfer Agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the contrary, in Holders via facsimile or by e-mail of the event effectiveness of a Registration Statement on the same Trading Day that the Commission limits Company telephonically confirms effectiveness with the amount Commission, which shall be the date requested for effectiveness of Registrable Securities that may be sold such Registration Statement. The Company shall, by selling security holders in a particular 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, or file a final Prospectus with the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation required by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basis424.

Registration. (a) On or prior When required to effect the applicable Filing Dateregistration of any Registrable Securities under this Agreement, the Company shall will, as expeditiously as reasonably possible: (i) Within thirty days after the date on which the articles of incorporation are amended so that there are sufficient shares of Common Stock so that all outstanding Notes of the Series 10% PIK-Election Convertible Notes due 2018 may be converted, the Company will prepare and file with a registration statement relating to the Commission a Registration Statement covering the Registrable Securities for an offering resale of any securities to be made on a continuous basis included therein pursuant to Rule 4152.2(a). The Thereafter the Company shall will (x) use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its all reasonable commercial efforts to cause such Registration Statement registration statement to be declared become effective, and (y) keep a registration statement effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of (A) the date on which is the earlier date of when (i) all Registrable Securities have been sold or (ii) all Registrable Securities may be sold by Investor under Rule 144(b)(1) or (B) until the Selling Shareholders have completed the distribution described in the registration statement relating thereto; provided, however, that the Selling Shareholders will suspend use of a prospectus contained in any such registration statement immediately without upon receipt of notice from the Company that the prospectus does not meet the requirements of the Securities Act, 1934 Act or applicable regulations. In such event, the Company will use all reasonable efforts to amend promptly the registration statement to conform the prospectus to the requirements of the Securities Act, 1934 Act and applicable regulations, unless the Company delivers a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for an amendment to such Registration to be effected at such time, in which event the Company will have the right to defer the filing of the amendment to the registration statement for a period of not more than one hundred twenty (120) days. (ii) Prepare and file with the SEC the amendments and supplements to the registration statement and the prospectus used in connection with the registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the registration statement. (iii) Furnish to each Selling Shareholder or its agents the number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in the registration. (iv) Use its best efforts to register and qualify the securities covered by the registration statement under the other securities or Blue Sky laws of the jurisdictions as shall be reasonably requested by the Selling Shareholders, 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 states or jurisdictions or become subject to taxation in any jurisdiction where it would be required to pay taxes solely as a result of the filing. (v) Notify each Selling Shareholder at any time when a prospectus relating to Registrable Securities is required to be delivered under the Securities Act and without volume restrictions pursuant of the happening of any event as a result of which the prospectus included in the registration statement, as then in effect, includes an untrue statement of a material fact or omits to Rule 144(kstate 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. (vi) If: (i) a Registration Statement is not filed on a timely basis as required by 2.3(b)(i), as determined by or (ii)) after its Effective Date, without regard for the counsel reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and available to the Company pursuant Holders as to a written opinion letter all Registrable Securities to such effect, addressed and acceptable which it is required to cover at any time prior to the Company’s transfer agent expiration of its Effectiveness Period for more than an aggregate of 40 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) the affected Holders date on which such Event occurs, or for purposes of clause (ii) the date which such 40 Trading Day-period is exceeded, being referred to as “Effectiveness PeriodEvent Date”). Notwithstanding anything contained herein , then in addition to any other rights the contraryHolders may have hereunder or under applicable law: on each such Event Date, in and on each monthly anniversary of each such Event Date (if the event that applicable Event shall not have been cured by such date) until the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registeredapplicable Event is cured, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice aggregate amount of the number principal and accrued interest of the Registrable Securities so excluded. Further, Note that was converted and in addition has not theretofore been sold.. The partial liquidated damages pursuant to the foregoing, the Company will not be liable for payment of any damages or penalties terms hereof shall apply on a daily pro-rata basis for any delay portion of a month prior to the cure of an Event, except in registration the case of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisfirst Event Date.

Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a the Registration Statement covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Not less than ten business days prior to filing of the Registration Statement, the Company shall cause such provide each Holder with a copy of the Registration Statement proposed to become effective be filed and remain effective as shall consider all appropriate comments that are timely provided hereinby such Holder with respect to the Registration Statement. The Subject to the terms of this Agreement, the Company shall use its commercially reasonable commercial best efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than prior to the Effectiveness Date. The Company , and shall use its commercially reasonable commercial best efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by the Registration Statement have been sold or (ii) all subject to the next successive sentence, (A) Hercules, together with any of its affiliates, owns less than 10% of the issued and outstanding Common Stock and (B) the Registrable Securities may be sold immediately without registration free of any restrictions under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders 144 (the “Effectiveness Period”). Notwithstanding anything contained herein Upon the Registration Statement ceasing to be effective in connection with clause (ii) of this section, the Company shall take, at its sole expense, such further action, including the provision of a legal opinion, as any Holder may reasonably request from time to time to enable such Holder to sell the Registrable Securities without registration under the Securities Act. (b) The Company shall notify the Holders via facsimile or electronic mail of the effectiveness of the Registration Statement within three Trading Days of the Company telephonically confirming effectiveness with the Commission. The Company shall, by 9:30 AM Eastern Time on the Trading Day that is three Trading Days after the Effective Date, file a Form 424(b)(5) with the Commission. (c) If (i) the Registration Statement is not filed on or prior to the contraryFiling Date, or (ii) the Registration Statement covering the Registrable Shares ceases to be effective or usable at any time during the Effectiveness Period (without being succeeded on the same date immediately by a post-effective amendment or supplement to the Registration Statement that cures such failure and that is itself, in the event that case of a post-effective amendment, declared effective within ten Trading Days of filing with the Commission limits Commission) or the amount of Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities that may for 20 consecutive Trading Days or in any individual case an aggregate of 30 Trading Days during any twelve-month period (which need not be sold by selling security holders in consecutive Trading Days) (any of the foregoing being a particular “Registration StatementDefault” and for purposes of clause (i) the date on which such Registration Default occurs, or for purposes of clause (ii) the Commission takes the position that the all date on which such 20 or 30 Trading Day period, as applicable, is exceeded, each being a portion of the Registrable Securities cannot be registered“Registration Default Date”) then, subject to Section 3, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf shall pay to each Holder an amount in cash, as liquidated damages and not a penalty (“Liquidated Damages”) equal to 1% of the Lender as sum of: (A) the Converted Term Loan C Debt Amount which was converted into Common Stock pursuant to Section 2.10 of the A/R Loan Agreement, plus (B) any interest paid through the issuance of Shares pursuant to Section 2.4 and Section 2.5(a)(iv) of the A/R Loan Agreement, to which the Registration Default relates per month of time between the Registration Default Date and the date such Registration Default is necessary cured, prorated for any period less than one month. The foregoing represents the sole monetary remedy to comply any Holder in connection with any Registration Default. The Company shall pay the Holders any Liquidated Damages accrued for the first month after a Registration Default Date within seven calendar days after the end of such limitation by month, and any Liquidated Damages accrued for any subsequent month within seven calendar days after the Commissionend of such month. In such event If the Company shall give fails to pay any Liquidated Damages pursuant to this Section in full within seven days after the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoingdate payable, the Company will pay interest thereon at a rate of 8% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. A Registration Default under clause (i) above shall be cured on the date that the Registration Statement is filed with the SEC and a Registration Default under clause (ii) above shall be cured on the date that the Registration Statement covering the Permitted Shares is declared effective by the SEC or is otherwise usable. Notwithstanding the foregoing, no Liquidated Damages shall accumulate as to any Registrable Security from and after the earlier of (A) the date such security is no longer a Registrable Security and (B) expiration of the Effectiveness Period. (d) The Company shall not be liable for payment any Liquidated Damages under Section 2(c) if the Holders are not permitted to utilize the Prospectus because the Company is negotiating a merger, consolidation, acquisition or sale of any damages all or penalties for any delay substantially all of its assets or a similar transaction which, in registration the good faith judgment of the Registrable Securities Board of Directors, requires the Registration Statement to be amended to include information in connection with such pending transaction (including the parties thereto) and such information is not yet available or publicly disclosable, or the Company is otherwise aware of such other material non-public information which, in the event that good faith judgment of the Board of Directors, requires the Registration Statement to be amended to include such delay other material non-public information and such information is due not yet publicly disclosable, for an aggregate of 30 consecutive days. (e) Each Holder agrees to furnish to the fact Company (i) a completed selling stockholder questionnaire not more than ten Trading Days before the filing of the Registration Statement and (ii) such other information the Company reasonably requires to prepare the Registration Statement. Each Holder further agrees that the SEC has limited the amount of Registrable Securities that may it shall not be included and sold by entitled to be named as a selling security holders stockholder in the Registration Statement pursuant or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned this information to Rule 415 promulgated under the 1933 Act Company. Each Holder acknowledges and agrees that the information in the selling stockholder questionnaire or any other basisrequest for further information as described in this Section 2(e) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.

Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Commission, and in accordance with the Securities Act and all applicable regulations promulgated thereunder, the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form SB-2 (except if the Company shall use good faith efforts is not then eligible to include register for resale the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with SB-2, in which case the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities Registration shall be included on another appropriate form in the Company’s next succeeding registration statementaccordance herewith). The Registration Statement required hereunder shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement contain (except if otherwise directed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to become effective and remain effective as provided herein. The the terms of this Agreement, the Company shall use its reasonable commercial best efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no not later than the Effectiveness Date. The Company , and shall use its reasonable commercial best efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), ) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (ii) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case under this clause (ii), 20 consecutive calendar days but no more than an aggregate of 30 calendar days during any 12 month period (which need not be consecutive trading days) (any such failure or breach being referred to as an “Event,” and for purposes of (ii) the date on which such Event occurs, is exceeded, or for purposes of clause (ii) the date on which such 20 or 30 calendar day period, as applicable, is exceeded being referred to as “Event Date”), as Purchasers’ exclusive remedy, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. The liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, as the parties to this Agreement have agreed that the precise amount of damages in such circumstances would be extremely difficult to calculate accurately and believe that such amount is a reasonable estimate under the circumstances existing at this time. Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, if an Event or the Commission takes the position that the all continuation of an Event is caused solely as a result of an act or omission by a portion of the Registrable Securities cannot be registeredHolder, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment to pay liquidated damages to such Holder that otherwise would result on account of any damages such Event or penalties for any delay in registration continuation of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisan Event.

Registration. (a) On or prior to the applicable Filing Date, the The Company shall prepare and file a registration statement with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after for the filing thereofpurpose of registering on or before January 9, but in any event no later than 2009, resale of the Effectiveness Date. The Company Conversion Shares and Warrant Shares, and shall use its reasonable commercial best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by such registration statement have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions restriction pursuant to Rule 144(k), 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable . The Company shall not be obligated to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein file a registration statement with respect to the contrary, in the event any Conversion Shares or Warrant Shares that the Commission limits the amount of Registrable Securities that have been sold or may be sold without restriction pursuant to Rule 144 as determined by selling security holders in the counsel to the Company pursuant to a particular Registration Statementwritten opinion letter to such effect. If: (i) a registration statement is not effective with respect to any Conversion Shares or Warrant Shares the Company is obligated to register for resale on or before the date specified above; or (ii) after the effective date a registration statement ceases for any reason to remain continuously effective for all Conversion Shares and Warrant Shares for which it is required to be effective, or the Commission takes Holders are not permitted to utilize the position that prospectus therein to resell such shares for 20 consecutive trading days, but no more than an aggregate of 40 trading days during any 12-month period (which need not be consecutive trading days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) the all date on which such Event occurs, or for purposes of clause (ii) the date on which such 20 or 40 trading day period, as applicable, is exceeded being referred to as “Event Date”), then within 10 days following each such Event Date and within 10 days following each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such monthly anniversary date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a portion penalty, equal to 1.0% of the Registrable Securities aggregate market value on the Event Date of the Conversion Shares or Warrant Shares that are not so registered or cannot be registered, sold under an effective registration statement. The holder of the Securities shall provide to the Company may exclude from such registration statement in writing all information reasonably required by the minimum number of Registrable Securities on behalf of the Lender as is necessary Company to comply with such limitation its disclosure obligations in the registration statement imposed by the CommissionSecurities Act and the regulations promulgated thereunder. In The failure of the holder of any of the Securities for any reason to provide such event information at least five Business Days prior to the filing of the registration statement covering the Conversion Shares or Warrant Shares shall effect a termination of any obligation of the Company to file any registration statement pertaining to the Securities and the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition have no liability to such holder with respect to the foregoing, the Company will not be liable for payment of any liquidated damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisstated above.

Registration. (a) On Upon the written request of ▇▇▇▇▇▇▇ at any time on or prior to after the applicable Filing six-month anniversary of the Closing Date, (the Company shall prepare and “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, file with the Commission SEC a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 S-3 (or such other form as filed with is then available to Stratus to effect a registration for resale of the Commission on July 25Registrable Securities) covering the resale of the Registrable Securities. Any Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, 2007and requested by, ▇▇▇▇▇▇▇. If such inclusion Registration Statement is not permitted by the selling security holders thereunder, or is otherwise impracticalautomatically effective upon filing, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company Stratus shall use its commercially reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no not later than 240 days following Stratus' receipt of the Effectiveness Date. The Company Registration Notice. (b) Stratus shall use its commercially reasonable commercial efforts to keep such cause a Registration Statement continuously effective under filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities Act by ▇▇▇▇▇▇▇ until the earliest date on which is any of the earlier date of when following occurs: (i) all Registrable Securities covered by such Registration Statement have been sold or ceased to be Registrable Securities and (ii) all there are no longer any Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders outstanding (the “Effectiveness Period”). Notwithstanding anything contained herein Subject to Section 2.2, upon the contrary, in the occurrence of any event that would cause the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, Statement or the Commission takes prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the position that statements therein not misleading or (ii) not to be effective and usable for the resale of all or a portion part of the Registrable Securities cannot by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be registereddeclared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Company may exclude from such registration statement Securities Act, and to comply fully with the minimum number of Registrable rules and regulations under the Securities on behalf Act in a timely manner; and comply with the provisions of the Lender Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject to Section 2.2, a Registration Statement when effective will comply as is to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to comply make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with such limitation by the Commission. In such event the Company shall give the Lender prompt written notice of the number effectiveness of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisStatement.

Registration. As soon as possible following the Closing Date (a) On or prior to but not later than the applicable Filing Date), the Company shall prepare and file with the Commission a “shelf” Registration Statement covering for the resale of all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 S-3 (or SB-2. The if such form is not available to the Company shall cause on another form appropriate for such Registration Statement to become effective and remain effective as provided hereinregistration in accordance herewith). The Company shall use its reasonable commercial best efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly as possible not later than ninety (90) days after the Filing Date (including filing thereofwith the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, but in any event no later than whichever is earlier) by the Effectiveness Date. The Company shall use its reasonable commercial efforts Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and to keep such Registration Statement continuously effective under the Securities Act until the such date which as is the earlier of (x) the date of when (i) all Registrable Securities covered by such Registration Statement have been sold or (iiy) with respect to such Holder, such time as all Registrable Securities held by such Holder may be sold immediately without registration under the Securities Act and without volume restrictions any restriction pursuant to Rule 144(k), ) as determined by the counsel to the Company pursuant to a written opinion letter to such effectletter, addressed and acceptable to the Company’s transfer agent and the affected Holders to such effect (the “Effectiveness Period”). Notwithstanding anything contained herein to The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the contrary, in Holders via facsimile or by e-mail of the event effectiveness of a Registration Statement on the same Trading Day that the Commission limits Company telephonically confirms effectiveness with the amount Commission, which shall be the date requested for effectiveness of Registrable Securities that may be sold such Registration Statement. The Company shall, by selling security holders in a particular 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, or file a final Prospectus with the Commission takes the position that the all or a portion as required by Rule 424. For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities canunless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” and includes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not be registeredincluded as a “Selling Stockholder” pursuant to Section 3(m). Such Registration Statement also shall cover, to the Company may exclude extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from such registration statement stock splits, stock dividends or similar transactions with respect to the minimum Registrable Securities. Notwithstanding the foregoing or any other provision of this Agreement, and subject to the payment of liquidated damages pursuant to Section 7(e), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event a particular Registration Statement (and notwithstanding that the Company shall give used diligent efforts to advocate with the Lender prompt notice Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of the Registrable Securities so excluded. Furtherto be registered on such Registration Statement will first be reduced by the Common Stock underlying the Placement Agent Warrants and second by Registrable Securities represented by Warrant Shares (applied, and in addition the case that some Warrant Shares may be registered, to the foregoingHolders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); provided, the Company will not be liable for payment of however, that, prior to any damages or penalties for any delay in registration of the Registrable Securities reduction in the event that such delay is due to the fact that the SEC has limited the amount number of Registrable Securities that may be included and sold by selling security holders in the a Registration Statement pursuant as set forth in this sentence, the number of shares of Common Stock that are not Registrable Securities and which shall have been included on such Registration Statement shall be reduced by up to Rule 415 promulgated under the 1933 Act or any other basis100%.

Registration. (a) On or prior to the applicable Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause such the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s 's transfer agent and the affected Holders Holders, provided that the status of the Holder at the time of such sale does not delay or prohibit sale under Rule 144(k) (the “"Effectiveness Period”"). Notwithstanding anything contained herein . (b) If: (i) the Registration Statement is not filed on or prior to the contraryFiling Date; (ii) the Registration Statement is not declared effective by the Commission by the Effectiveness Date; (iii) after the Registration Statement is filed with and declared effective by the Commission, the Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the event that aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the Commission limits date the amount of Registrable Securities that may be sold by selling security holders in a particular Registration StatementStatement is declared effective); or (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days (provided the Commission takes the position that the all or a portion Company shall not have been able to cure such trading suspension within 30 days of the Registrable Securities cannot be registerednotice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an "Event," and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 day or 20 consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as "Event Date"), then until the applicable Event is cured, the Company may exclude from such registration statement the minimum number of Registrable Securities shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% for each thirty (30) day period (prorated for partial periods) on behalf a daily basis of the Lender original principal amount of the Note. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as is necessary to comply with such limitation of the date when an Event has been cured by the Commission. In such event the Company shall give be paid within three (3) days following the Lender prompt notice date on which such Event has been cured by the Company. (c) Within five (5) business days of the number of the Registrable Securities so excluded. Further, and in addition to the foregoingEffectiveness Date, the Company will shall cause its counsel to issue an opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by Laurus and confirmation by Laurus that it has complied with the prospectus delivery requirements, provided that the Company has not be liable for payment of any damages advised the transfer agent orally or penalties for any delay in registration writing that the opinion has been withdrawn. Copies of the Registrable Securities in opinion required by this Section 2(c) shall be delivered to Laurus within the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basistime frame set forth above.

Registration. As soon as possible following the Closing Date (a) On or prior to but not later than the applicable Filing DateDeadline), the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the all Registrable Securities for an a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 S-3 (or SB-2. The if such form is not available to the Company shall cause on another form appropriate for such Registration Statement to become effective and remain effective as provided hereinregistration in accordance herewith). The Company shall use its reasonable commercial best efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly as possible not later than one hundred (100) days after the Closing Date (including filing thereofwith the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, but in any event no later than whichever is earlier) by the Effectiveness Date. The Company shall use its reasonable commercial efforts Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and to keep such Registration Statement continuously effective under the Securities Act until the such date which as is the earlier of (x) the date of when (i) all Registrable Securities covered by such Registration Statement have been sold or (iiy) the date on which all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions any restriction pursuant to Rule 144(k), ) as determined by the counsel to the Company pursuant to a written opinion letter to such effectletter, addressed and acceptable to the Company’s transfer agent and the affected Holders to such effect (the “Effectiveness Period”). Notwithstanding anything contained herein Upon the initial filing thereof and upon the filing of any pre-effective amendment thereto, the Registration Statement shall cover all of the Shares and 115% of the shares of Common Stock for issuance upon the exercise of the Warrants. If the Commission informs the Company that it will not allow the Registration Statement to cover at least 115% of the contraryshares of Common Stock for issuance upon the exercise of the Warrants, in then the event Registration Statement shall cover the highest percentage of such Common Stock that the Commission limits will allow. Such Registration Statement also shall cover, to the amount extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of Registrable Securities that may be sold by selling security holders in a particular Registration Statementadditional shares of Common Stock resulting from stock splits, stock dividends or the Commission takes the position that the all or a portion of similar transactions with respect to the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisSecurities.

Registration. (a) On or prior to the its applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement. The Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends, recapitalizations or other adjustments with respect to the Registrable Securities. Each Registration Statement required to be filed under this Agreement shall be filed on Form S-3 (or if the Company is not then eligible to utilize Form S-3 to register for resale the Registrable Securities, it shall utilize such other available form appropriate for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s written consent) the “Plan of Distribution” substantially in the form attached hereto as Annex A. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission. The Company shall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of each Registration Statement, the Company shall file with the 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 (whether or not such filing is technically required under such Rule). Failure to file a final Prospectus as foresaid shall be deemed an Event of Default under Section 6. If for any reason other than due solely to SEC Restrictions, a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of all such unregistered Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder of Common Stock without the prior written consent of the Holders, which such consent shall not be on Form S-1 unreasonably withheld, conditioned or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. delayed. (b) The Company shall use its reasonable commercial best efforts to advocate with the Commission for the registration of all of the Registrable Securities, in accordance with the SEC Guidance (including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) for an offering to be made on a continuous basis pursuant to Rule 415. (c) Notwithstanding anything to the contrary contained in this Section 2, if, after advocating with the Commission in accordance with Section 2(b), due to Commission Positions, the Company is nonetheless unable to include all Registrable Securities in the Registration Statement filed pursuant to Section 2(a) without characterizing any Holder as an underwriter then the Company may, following not less than three (3) Trading Days prior written notice to the Holders along with the calculations as to such Holder’s allotment, (i) use its reasonable best efforts to cause such as many Registrable Securities for as many Holders as possible to be included in the Registration Statement filed pursuant to be declared effective under Section 2(a) or 2(b) and remove from the Registration Statement all other Registrable Securities Act as promptly as possible after (the filing thereof“Cut Back Shares”), but in any event no later than the Effectiveness Date. The Company shall (ii) use its reasonable commercial best efforts to keep such promptly file amendments to the Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to promptly file a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular new Registration Statement, or in either case, to cover the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum maximum number of Registrable Securities on behalf of the Lender as is necessary permitted to comply with such limitation be registered by the Commission. In such event , or (iii) withdraw the Company shall give Registration Statement and promptly file a new Registration Statement covering the Lender prompt notice of the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S‑3 or such other form available to register for resale the Registrable Securities so excluded. Furtheras a secondary offering, and in addition (iv) agree to such restrictions and limitations on the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration and resale of the Registrable Securities in each case as the Commission may require in order for the Commission to allow each such Registration Statement to become effective; provided, that in no event that may the Company name any Holder as an underwriter without such delay Holder’s prior written consent (such restrictions and limitations on the registration and resale, the “SEC Restrictions”). Unless the SEC Restrictions otherwise require, any cut-back imposed pursuant to this Section 2(c) shall be allocated among the Registrable Securities of the Holders on a pro rata basis (based on initial subscription amounts under the Investment Agreement). The required Effectiveness Date for such Registration Statement will be tolled until such time as the Company is due able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all provisions of this Section 2 shall again be applicable to the fact Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Securities”) so that the SEC has limited Company will be required to file with and cause to be declared effective by the amount of Commission such additional Registration Statements in the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities that may be included and sold by selling security holders of a Holder in the a Registration Statement pursuant who fails to Rule 415 promulgated under furnish to the 1933 Act or any other basisCompany a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (subject to the requirements set forth in Section 3(a)).

Registration. (a) On or prior to the applicable Filing Date, the The Company shall prepare and file a registration statement with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after for the filing thereofpurpose of registering on or before January 9, but in any event no later than 2009, resale of the Effectiveness Date. The Company Conversion Shares and Warrant Shares, and shall use its reasonable commercial best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities Conversion Shares and Warrant Shares covered by such registration statement have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions restriction pursuant to Rule 144(k), 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable . The Company shall not be obligated to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein file a registration statement with respect to the contrary, in the event any Conversion Shares or Warrant Shares that the Commission limits the amount of Registrable Securities that have been sold or may be sold without restriction pursuant to Rule 144 as determined by selling security holders in the counsel to the Company pursuant to a particular Registration Statementwritten opinion letter to such effect. If: (i) a registration statement is not effective with respect to any Conversion Shares or Warrant Shares the Company is obligated to register for resale on or before the date specified above; or (ii) after the effective date a registration statement ceases for any reason to remain continuously effective for all Conversion Shares and Warrant Shares for which it is required to be effective, or the Commission takes Holders are not permitted to utilize the position that prospectus therein to resell such shares for 20 consecutive trading days, but no more than an aggregate of 40 trading days during any 12-month period (which need not be consecutive trading days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) the all date on which such Event occurs, or for purposes of clause (ii) the date on which such 20 or 40 trading day period, as applicable, is exceeded being referred to as “Event Date”), then within 10 days following each such Event Date and within 10 days following each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such monthly anniversary date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a portion penalty, equal to 1.0% of the Registrable Securities aggregate market value on the Event Date of the Conversion Shares or Warrant Shares that are not so registered or cannot be registered, sold under an effective registration statement. The holder of the Securities shall provide to the Company may exclude from such registration statement in writing all information reasonably required by the minimum number of Registrable Securities on behalf of the Lender as is necessary Company to comply with such limitation its disclosure obligations in the registration statement imposed by the CommissionSecurities Act and the regulations promulgated thereunder. In The failure of the holder of any of the Securities for any reason to provide such event information at least five Business Days prior to the filing of the registration statement covering the Conversion Shares or Warrant Shares shall effect a termination of any obligation of the Company to file any registration statement pertaining to the Securities and the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition have no liability to such holder with respect to the foregoing, the Company will not be liable for payment of any liquidated damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisstated above.

Registration. (a) On or prior to No later than the applicable Filing Date, the Company shall prepare and file with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted has been declared effective by the selling security holders thereunderCommission. Subject to the terms of this Agreement, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial best efforts to cause such a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date. The Company , and shall use its reasonable commercial best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when all Registrable Securities covered by such Registration Statement (i) all Registrable Securities have been sold sold, thereunder or pursuant to Rule 144, or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume or manner-of-sale restrictions pursuant to Rule 144(k)144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent Transfer Agent and the affected Holders Holder (the “Effectiveness Period”). Notwithstanding anything contained herein to The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the contrary, in Holder via facsimile or by e-mail of the event effectiveness of a Registration Statement on the same Trading Day that the Commission limits Company telephonically confirms effectiveness with the amount Commission, which shall be the date requested for effectiveness of Registrable Securities that may be sold such Registration Statement. The Company shall, by selling security holders in a particular 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, or file a final Prospectus with the Commission takes as required by Rule 424. Failure to so notify the position Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that the all or a portion of the Registrable Securities cannot not, as a result of the application of Rule 415, be registeredregistered for resale as a secondary offering on a single registration statement, the Company may exclude from such registration statement agrees to promptly inform each of the minimum Holders thereof and use its best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities on behalf of the Lender as is necessary permitted to comply with such limitation be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: i. first, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; and ii. second, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In such the event of a cutback hereunder, the Company shall give the Lender prompt Holder at least five (5) Trading Days prior written notice of along with the number of calculations as to such Holder’s allotment. In the Registrable Securities so excluded. Further, and event the Company amends the Initial Registration Statement in addition to accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) Provided that no event of default exists under the Purchase Agreement or any of the other Transaction Documents, if: (i) the Initial Registration Statement is not filed on or prior to the Filing Date (if the Company files the Initial Registration Statement without providing the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)) or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be liable “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for payment of any damages such Registration Statement to be declared effective, or penalties (iv) a Registration Statement registering for any delay in registration resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the event that Holders are otherwise not permitted to utilize the Prospectus therein to resell such delay Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) thirty (30) calendar days after the date on which such Event occurs, and for purpose of clause (ii), the date on which such five (5) Trading Day period is due exceeded, and for purpose of clause (iii) the date which such fifteen (15) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date thereafter (if the applicable Event shall not have been cured by such date) or any pro rata portion thereof, until the applicable Event is cured or sixty (60) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the fact product of one percent (1.0%) multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement; provided that the SEC has limited maximum amount payable thereunder shall not exceed 4% of the amount of Registrable Securities that may be included and sold by selling security holders in aggregate Subscription Amount. If the Registration Statement Company fails to pay any partial liquidated damages pursuant to Rule 415 promulgated under this Section in full within seven (7) days after the 1933 Act date payable, the Company will pay interest thereon at a rate of eighteen percent (18%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. (e) Notwithstanding anything to the contrary contained herein but subject to comments by the Commission, in no event shall the Company be permitted to name any other basisHolder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause the Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use good faith its best efforts to include keep the Registration Statement effective under the Securities Act until all Holders are able to sell their Registrable Securities without restriction under Rule 144 (the "Effectiveness Period"). If for any reason the Commission does not permit all of the Registrable Securities to be included in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25pursuant to Section 2(a), 2007. If such inclusion is or for any other reason any Registrable Securities are not permitted by the selling security holders thereunder, or is otherwise impracticalCommission to be included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, an additional Registration Statement covering the resale of all Registrable Securities shall not already covered by an existing and effective Registration Statement for an offering to be included in the Company’s next succeeding registration statementmade on a continuous basis pursuant to Rule 415. The Each such Registration Statement shall be on Form S-1 or SB-2. contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause each such Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event event, no later than the its Effectiveness Date. The Company , and shall use its reasonable commercial best efforts to keep such Registration Statement continuously effective under the Securities Act until during the date which is entire Effectiveness Period. If at any time during the earlier date Effectiveness Period, less than 95% of when (i) all the then Registrable Securities have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(kare then registered in a Registration Statement(s), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event then the Company shall give file as soon as reasonably practicable, but in any case prior to the Lender prompt notice applicable Filing Date subject to any restrictions imposed by Rule 415, an additional Registration Statement covering the resale by the Holders of not less than 100% of the number of then Registrable Securities. If the Registrable Securities so excluded. Further, and in addition Company fails to file a Registration Statement on or prior to the foregoingapplicable Filing Date, or if the Company Effective Date of a Registration Statement is not on or prior to the applicable Effectiveness Date, then the Investors will not be liable entitled to receive the following: Each Investor will be entitled to receive, for payment no additional consideration, an additional number of any damages shares of Common Stock equal to (A) 25,000 shares of Common Stock for each One Million Dollars ($1,000,000) in principal of the Note held by such Investor; plus (B) if such filing or penalties effectiveness, as the case may be, is more than 60 days late, 5,000 shares of Common Stock for any each One Million Dollars ($1,000,000) in principal of the Note held by such Investor and an additional 5,000 shares of Common Stock for each One Million Dollars ($1,000,000) in principal of the Note held by such Investor for each subsequent 60-day period that such filing or effectiveness, as the case may be, is late. An Investor will be entitled to no such shares as set forth in Section 2(d)(i) hereof if the delay in registration filing or effectiveness, as the case may be, is attributable to any action or inaction of such Investor. Such additional shares of Common Stock as set forth in this Section 2(d) shall be issuable at the Registrable Securities in the event that time such delay penalty is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisincurred.

Registration. (ai) On or prior to before the applicable Filing Datedate six months after the Date of Grant, the Company shall shall, prepare and file with the Securities and Exchange Commission ("SEC") a Registration Statement covering registration statement under Rule 415 of the Act to register the resale of the Common Stock issuable upon exercise of this Warrant (the "Registrable Shares") and shall thereafter use all reasonable efforts to cause such registration statement to become effective as promptly as practicable. (ii) The Company shall, until the date 30 months after the Date of Grant, keep such registration statement for the Registrable Securities Shares in effect and current and from time to time amend or supplement the registration statement and the prospectus in connection therewith in compliance with the Act to permit the sale or distribution of the Registrable Shares with respect to which such registration statement shall have become effective. If at any time the SEC should institute or threaten to institute any proceedings for an offering the purpose of issuing, or should issue a stop order suspending the effectiveness of any such registration statement, the Company will promptly notify the holder of this Warrant (which term shall include any holder of the Shares) and will use its reasonable best efforts to prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible. The Company will advise the holder of this Warrant promptly of any order or communication of any public board or body addressed to the Company suspending or threatening to suspend the registration or qualification of any of the Registrable Shares for sale in any jurisdiction. (iii) The holder of this Warrant agrees, by acceptance of this Warrant, that, upon receipt of any notice from the Company of (A) the happening of any event which makes any statements made in the registration statement or related prospectus filed pursuant to this Section 9, or any document incorporated or deemed to be made on incorporated therein by reference, untrue in any material respect or which requires the making of any changes in such registration statement or prospectus so that, in the case of such registration statement, it will not contain any untrue statement of a continuous basis pursuant material fact or omit to Rule 415state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it 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 under which they were made, not misleading or (B) that, in the judgment of the Company's Board of Directors, it is advisable to suspend use of the prospectus for a discrete period of time due to pending corporate developments, public filings with the SEC or similar events, the holder will forthwith discontinue, for a period not to exceed sixty (60) days, disposition of such Registrable Shares covered by such registration statement or prospectus until it is advised in writing by the Company that use of the applicable prospectus may be resumed, and has received copies of any additional or supplemented filings that are incorporated or deemed to be incorporated by reference in such prospectus. The Company shall use good faith all reasonable efforts to include insure that the Registrable Securities in use of the Company’s Registration Statement on Form S-1 prospectus may be resumed as filed with the Commission on July 25soon as practicable, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, entitled to require the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary holder to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment suspend use of any damages or penalties prospectus for more than ninety (90) days in any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basistwelve month period.

Registration. (a) On or prior to the applicable Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause such the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s 's transfer agent and the affected Holders (the “"Effectiveness Period”"). Notwithstanding anything contained herein . (b) If: (i) the Registration Statement is not filed on or prior to the contraryFiling Date; (ii) the Registration Statement is not declared effective by the Commission by the Effectiveness Date; (iii) after the Registration Statement is filed with and declared effective by the Commission, the Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the event that aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the Commission limits date the amount of Registrable Securities that may be sold by selling security holders in a particular Registration StatementStatement is declared effective); or (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days (provided the Commission takes the position that the all or a portion Company shall not have been able to cure such trading suspension within 30 days of the Registrable Securities cannot be registerednotice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an "Event," and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 day or 20 consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as "Event Date"), then until the applicable Event is cured, the Company may exclude from such registration statement the minimum number of Registrable Securities shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% for each thirty (30) day period (prorated for partial periods) on behalf a daily basis of the Lender original principal amount of the Note. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as is necessary to comply with such limitation of the date when an Event has been cured by the Commission. In such event the Company shall give be paid within three (3) days following the Lender prompt notice date on which such Event has been cured by the Company. (c) Within three business days of the number of date the Registrable Securities so excluded. Further, and in addition to the foregoingRegistration Statement becomes effective, the Company will shall cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by Laurus and confirmation by Laurus that it has complied with the prospectus delivery requirements, provided that the Company has not be liable for payment of any damages advised the transfer agent orally or penalties for any delay in registration writing that the opinion has been withdrawn. Copies of the Registrable Securities in blanket opinion required by this Section 2(c) shall be delivered to Laurus within the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basistime frame set forth above.

Registration. (a) On or prior to the applicable each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Each Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement hereunder shall be on Form S-1 or SB-2and shall contain substantially the “Plan of Distribution” attached hereto as Annex A; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. The Company shall cause such Registration Statement Subject to become effective and remain effective as provided herein. The the terms of this Agreement, the Company shall use its reasonable commercial best efforts to cause such a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date. The Company , and shall use its reasonable commercial best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when that all Registrable Securities covered by such Registration Statement (i) all Registrable Securities have been sold sold, thereunder or pursuant to Rule 144, or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume or manner-of-sale restrictions pursuant to Rule 144(k)144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent Transfer Agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall, by 9:30 a.m. (New York City time) on the contrary, in Trading Day after the event that the Commission limits the amount effective date of Registrable Securities that may be sold by selling security holders in a particular such Registration Statement, or file a final Prospectus with the Commission takes as required by Rule 424. (b) Notwithstanding the position registration obligations set forth in Section 2(a), if the Commission informs the Company that the all or a portion of the Registrable Securities cannot not, as a result of the application of Rule 415, be registeredregistered for resale as a secondary offering on a single registration statement, the Company may exclude from such registration statement agrees to promptly inform each of the minimum Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities on behalf of the Lender as is necessary permitted to comply with such limitation be registered by the Commission. In , on Form S-1 or such event other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that, prior to filing such amendment, the Company shall give be obligated to use diligent efforts to advocate with the Lender prompt notice Commission for the registration of the number all of the Registrable Securities so excludedin accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and b. Second, the Company shall reduce Registrable Securities applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). Further, and In the event the Company amends the Initial Registration Statement in addition to accordance with the foregoing, the Company will not be liable for payment of any damages use its best efforts to file with the Commission, as promptly as allowed by Commission or penalties for any delay in registration of the Registrable Securities in the event that such delay is due SEC Guidance provided to the fact that the SEC has limited the amount Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that may were not registered for resale on the Initial Registration Statement, as amended. Notwithstanding anything to the contrary contained herein, in no event shall the Company be included and sold by selling security holders in permitted to name any Holder or affiliate of a Holder as any Underwriter without the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisprior written consent of such Holder.

Registration. (a) On In the event the Public Transaction has been consummated and the Company is eligible to register the sale of securities under the Securities Act, on or prior to the applicable each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Each Registration Statement shall be on Form S-1 or SB-2S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause such each Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial best efforts to cause such each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial best efforts to keep such each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement have been sold or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the each, an “Effectiveness Period”). Notwithstanding anything contained herein . (b) If: (i) the Registration Statement is not filed on or prior to the contraryFiling Date; (ii) the Registration Statement is not declared effective by the Commission by the Effectiveness Date; (iii) after the Registration Statement is filed with and declared effective by the Commission, the Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed thirty (30) days in the event that aggregate per year or more than twenty (20) consecutive calendar days (defined as a period of 365 days commencing on the Commission limits date the Registration Statement is declared effective); or (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days (provided the Company shall not have been able to cure such trading suspension within thirty (30) days of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such thirty (30) day or twenty (20) consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as “Event Date”), then until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to one percent (1.0%) for each thirty (30) day period (prorated for partial periods) on a daily basis of the then outstanding principal amount of Registrable Securities the Notes; provided that, the maximum aggregate amount of liquidated damages that may be sold charged to the Company pursuant to this Section 2(b) shall not exceed ten percent (10%) of the initial Principal Amount of the Notes. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event has been cured by selling security holders in a particular the Company shall be paid within three (3) days following the date on which such Event has been cured by the Company. Notwithstanding the foregoing, (A) if the Commission does not declare the Registration Statement effective on or before the Effectiveness Date, or (B) if the Commission allows the Registration Statement to be declared effective at any time before or after the Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (A) or (B) is the Commission takes Commission’s determination that (x) the position that the all or a portion offering of any of the Registrable Securities canconstitutes a primary offering of securities by the Company, (y) Rule 415 may not be registeredrelied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (B) the Company may exclude from such registration statement reduce, on a pro rata basis, the minimum total number of Registrable Securities to be registered on behalf of each such Holder, and, in the Lender case of (A) or (B), the overall limit of liquidated damages that a Holder shall be entitled to with respect to the Registrable Securities not registered for the reason set forth in (A), or so reduced on a pro rata basis as is necessary set forth in (B) shall be one percent (1%) for each thirty (30) day period (pro rated for partial periods) on a daily basis of the then outstanding principal amount of the Notes; provided that, the maximum aggregate amount of liquidated damages that may be charged to comply with such limitation by the Commission. In such event Company pursuant to this Section 2(b) shall not exceed ten percent (10%) of the outstanding principal amount of the Notes. (c) Within three (3) business days of the Effectiveness Date, the Company shall give cause its counsel to issue a blanket opinion in the Lender prompt form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the number Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn. Copies of the Registrable Securities so excluded. Further, and in addition blanket opinion required by this Section 2(c) shall be delivered to the foregoing, Purchaser within the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basistime frame set forth above.

Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use good faith its best efforts to include keep the Registration Statement effective under the Securities Act until the date on which the Holders are able to resell all of their respective Registrable Securities without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act (the “Effectiveness Period”). (b) If for any reason the Commission does not permit all of the Registrable Securities to be included in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25pursuant to Section 2(a), 2007. If such inclusion is or for any other reason any Registrable Securities are not permitted by the selling security holders thereunder, or is otherwise impracticalCommission to be included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, an additional Registration Statement covering the resale of all Registrable Securities shall not already covered by an existing and effective Registration Statement for an offering to be included in the Company’s next succeeding registration statementmade on a continuous basis pursuant to Rule 415. The Each such Registration Statement shall be on Form S-1 or SB-2. contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause each such Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event event, no later than the its Effectiveness Date. The Company , and shall use its reasonable commercial best efforts to keep such Registration Statement continuously effective under the Securities Act until during the date which is entire Effectiveness Period. (c) If at any time during the earlier date Effectiveness Period, less than 95% of when (i) all the then Registrable Securities have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(kare then registered in a Registration Statement(s), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event then the Company shall give file as soon as reasonably practicable, but in any case prior to the Lender prompt notice applicable Filing Date subject to any restrictions imposed by Rule 415, an additional Registration Statement covering the resale by the Holders of not less than 100% of the number of then Registrable Securities. (d) If: (i) a Registration Statement is not filed on or prior to its Filing Date, (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, or (iii) after its Effective Date, (A) as a result of the occurrence of a Company Event (as defined below), such Registration Statement ceases to be effective and available to the Holders as to all Registrable Securities so excluded. Furtherto which it is required to cover at any time prior to the expiration of its Effectiveness Period for up to no more than 30 consecutive Trading Days (or 45 Trading Days in any 12 month period in the aggregate) or (B) such Registration Statement ceases to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for any reason other than a Company Event (as defined below) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i), and (ii), or (iii)(B) the date on which such Event occurs, or for purposes of clause (iii)(A) the date on which such 30 consecutive Trading Day-period or 45 Trading Day-period, as applicable, is exceeded, being referred to as “Event Date”), then, in addition to any other rights available to the foregoingHolders under this Agreement or under applicable law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1% of the aggregate Purchase Price of such Holder pursuant to the Purchase Agreement; and (y) on each 30-day anniversary of each such Event Date thereof (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company will shall pay to each Holder an amount in cash, as liquidated damages and not be liable for payment as a penalty, equal to 1% of any the aggregate Purchase Price paid by such Holder pursuant to the Purchase Agreement. The liquidated damages or penalties pursuant to the terms hereof shall apply on a pro rata basis for any delay in registration portion of a month prior to the cure of an Event. “Company Event” as used herein means the existence of material non-public information regarding the Company which the Board of Directors of the Registrable Securities Company reasonably determines not to be in the event that such delay is best interests of the Company to disclose, including a significant business opportunity (including, but limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction) available to the Company, but which would be required to be disclosed in a Registration Statement. Notwithstanding anything to the contrary contained herein, if an Event pursuant to clauses (i), (ii) or (iii) hereof occurs due to the fact that consummation or the SEC has limited proposed consummation by the amount Company of Registrable Securities that may an acquisition, the Company shall not be included and sold by selling security holders in the Registration Statement pursuant required to Rule 415 promulgated under the 1933 Act or pay any other basisliquidated damages required hereunder.

Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement required to be filed under this Agreement shall be filed on Form S-1 (or on such other form appropriate for such purpose) and contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur unless such Holder consents in writing to such characterization) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its commercially reasonable efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (Eastern time) on the Business Day immediately following the Effective Date of each Registration Statement, the Company shall file with the 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 (whether or not such filing is technically required under such Rule). If for any reason other than due solely to SEC Restrictions (as defined below), a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of all such unregistered Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The . (b) Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register Registrable Securities for resale, the Company shall use good faith efforts to include the Registrable Securities in the Company’s file a Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the S-3 covering all Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be (or a post-effective amendment on Form S-1 or SB-2. The Company S-3 to the then effective Registration Statement) and shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause be filed by the Filing Date for such Registration Statement to be and declared effective under the Securities Act as promptly soon as possible after the filing thereofthereafter, but in any event no later than by the Effectiveness DateDate therefor. Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur unless such Holder consents in writing to such characterization) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until during the date entire Effectiveness Period. By 5:00 p.m. (Eastern time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the 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 (whether or not such filing is technically required under such Rule). (c) Notwithstanding anything to the contrary contained in this Section 2, if the Company receives Commission Comments, and following discussions with and responses to the Commission (it being understood that the Company will permit the Holders and counsel to the Holders to review and comment on such responses and any related amendments to the Registration Statement and incorporate any and all reasonable comments of the Holders and counsel to the Holders relating thereto) in which the Company uses its commercially reasonable efforts to cause as many Registrable Securities for as many Holders as possible to be included in the Registration Statement filed pursuant to Section 2(a) without characterizing any Holder as an underwriter unless such Holder consents in writing to such characterization (and in such regard uses its commercially reasonable efforts to cause the Commission to permit any Holder or its counsel to participate in Commission conversations on such issue together with the Company’s counsel, and timely conveys relevant information concerning such issue with the Holders or their counsel) (the day that such discussions and responses are concluded shall be referred to as the “Tolling Date”), the Company is unable to cause the earlier date inclusion of when all Registrable Securities, then the Company may, following not less than three (3) Trading Days prior written notice to the Holders (i) remove from the Registration Statement such Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the Commission may require in order for the Commission to allow such Registration Statement to become effective; provided, that in no event may the Company characterize any Holder as an underwriter unless such Holder consents in writing to such characterization (collectively, the “SEC Restrictions”). Unless the SEC Restrictions otherwise require, any cut-back imposed pursuant to this Section 2(c) shall be allocated among the Registrable Securities of the Holders on a pro rata basis. The required Effectiveness Date for such Registration Statement will be tolled until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions if such Registrable Securities cannot at such time be resold by the Holders thereof without restrictions pursuant to Rule 144 (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all provisions of this Section 2 shall again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Securities”) if such Registrable Securities cannot at such time be resold by the Holders thereof without volume limitations pursuant to Rule 144 so that the Company will be required to file with and cause to be declared effective by the Commission such additional Registration Statements in the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities. For the avoidance of doubt, the time period starting from the Tolling Date and ending with the Restriction Termination Date shall be excluded in calculating the applicable Effectiveness Date. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities have been sold of a Holder in a Registration Statement) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (subject to the requirements set forth in Section 3(a)). (e) If: (i) a Registration Statement is not filed on or prior to its Filing Date covering the Registrable Securities required under this Agreement to be included therein, or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the first Business Day immediately following the Effective Date in which the Commission accepts filings on its ▇▇▇▇▇ database, the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) in accordance with the terms hereof (whether or not such a prospectus is technically required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities may to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 30 Trading Days during any 12-month period, which need not be sold immediately without registration under consecutive (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the Securities Act and without volume restrictions pursuant date on which such Event occurs, or for purposes of clause (iii) the date on which such 30 Trading Day-period is exceeded, being referred to Rule 144(kas “Event Date”), as determined then in addition to any other rights the Holders may have hereunder or under applicable law: on the last day of each 30-day period after each such Event Date (if the applicable Event shall not have been cured by such date) until the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registeredapplicable Event is cured, the Company may exclude from such registration statement shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the minimum product obtained by multiplying (x) $1.00 by (y) the number of Registrable Securities on behalf of held by such Holder (such product being the Lender as is necessary to comply with such limitation by the Commission“Investment Amount”). In such The parties agree that in no event will the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment liquidated damages under this Agreement in excess of 1.0% of the Investment Amount in any single month and that the maximum aggregate liquidated damages or penalties payable to the Holders under this Agreement shall be ten percent (10%) of the Investment Amount. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any delay in registration portion of each 30-day period prior to the cure of an Event, and shall cease to accrue (unless earlier cured) upon the expiration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisEffectiveness Period.

Registration. (a) On or prior to the applicable Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made by the Holders on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 SB-2 (except if the Company does not meet the requirements of such form or if the Holders’ offering of the Registrable Securities is not then eligible to be registered for resale on Form SB-2, in which case the Registration Statement shall be on another appropriate form in accordance herewith). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to the Registration Statement agrees to timely deliver to the Company in writing all information relating to such Holder and its “affiliates” (as defined in Rule 144) as the Company may reasonably require for inclusion in the Registration Statement. The Company shall cause such the Registration Statement to become effective and remain effective as provided herein, subject to any Discontinuation Event (as hereinafter defined). The Company shall use its reasonable commercial efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold sold, or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and agent, or (iii) the affected Holders date on which there cease to be any Registrable Securities outstanding (the “Effectiveness Period”). Notwithstanding anything contained herein . (b) If: (i) the Registration Statement is not filed on or prior to the contraryFiling Date; or (ii) the Registration Statement is not declared effective by the Commission by the Effectiveness Date; or (iii) after the Registration Statement is declared effective by the Commission, the Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 60 days in the event that aggregate per year or more than 30 consecutive calendar days (defined as a period of 365 days commencing on the Commission limits date the amount of Registrable Securities that may be sold by selling security holders in a particular Registration StatementStatement is declared effective); or (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days other than as part of a general suspension of all securities trading on the Commission takes Trading Market (provided the position that the all or a portion Company shall not have been able to cure such trading suspension within 30 days of the Registrable Securities cannot be registerednotice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 60 day or 30 consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as “Event Date”), then until the applicable Event is cured, the Company may exclude from such registration statement shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to (x) in the minimum number case of Registrable Securities any date on behalf or prior to 30 days following any Event Date, 1.0%, (y) in the case of any date after 30 days following any Event Date and on or prior to 60 days following any Event Date, 1.5% and (z) in the case of any date occurring after 60 days following any Event Date, 2.0%, in each case, for each thirty (30) day period (prorated for partial periods) on a daily basis of the Lender outstanding principal amount of the Note. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as is necessary to comply with such limitation of the date when an Event has been cured by the Commission. In such event the Company shall give be paid within three (3) days following the Lender prompt notice date on which such Event has been cured by the Company. (c) Within three business days of the number of the Registrable Securities so excluded. Further, and in addition to the foregoingEffectiveness Date, the Company will shall cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not be liable for payment of any damages advised the transfer agent orally or penalties for any delay in registration writing that the opinion has been withdrawn or that a Suspension Notice has been delivered. Copies of the Registrable Securities in the event that such delay is due blanket opinion required by this Section 2(c) shall be delivered to the fact that Purchaser within the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basistime frame set forth above.

Registration. As soon as possible following the Closing Date (a) On or prior to but not later than the applicable Filing Date), the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the all Registrable Securities for an a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 S-3 (or SB-2. The if such form is not available to the Company shall cause on another form appropriate for such Registration Statement to become effective and remain effective as provided hereinregistration in accordance herewith). The Company shall use its reasonable commercial best efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly as possible not later than sixty (60) days after the Filing Date (including filing thereofwith the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, but in any event no later than whichever is earlier) by the Effectiveness Date. The Company shall use its reasonable commercial efforts Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and to keep such Registration Statement continuously effective under the Securities Act until the such date which as is the earlier of (x) the date of when (i) all Registrable Securities covered by such Registration Statement have been sold or (iiy) with respect to such Holder, such time as all Registrable Securities held by such Holder may be sold immediately without registration under the Securities Act and without volume restrictions any restriction pursuant to Rule 144(k), ) as determined by the counsel to the Company pursuant to a written opinion letter to such effectletter, addressed and acceptable to the Company’s transfer agent and the affected Holders to such effect (the “Effectiveness Period”). Notwithstanding anything contained herein For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to the contrary, in the event that the Commission limits the amount of any Registrable Securities that may unless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” and includes such other information as is required to be sold by selling security holders in a particular disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or the Commission takes the position that the all or a portion of similar transactions with respect to the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisSecurities.

Registration. (a) On or prior After the exercise of the Option, Issuer shall, if requested by the Holder at any time and from time to time within one year of the applicable Filing Dateexercise of the Option, the Company shall prepare and file with up to two registration statements under the Commission a Registration Statement covering Securities Act if such registration is necessary in order to permit the Registrable Securities sale or other disposition of any or all shares of Common Stock that have been acquired by exercise of the Option and Issuer shall use all reasonable efforts to qualify such shares under any applicable state securities laws. Issuer shall use all reasonable efforts to cause each such registration statement to become effective, to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective for an offering such period not in excess of 90 days from the day such registration statement first becomes effective as may be reasonably necessary to be made on a continuous basis pursuant to Rule 415effect such sale or other disposition. The Company obligations of Issuer hereunder to file a registration statement and to maintain its effectiveness may be suspended for one or more periods of time not exceeding 90 days if the Board of Directors of Issuer shall use good faith efforts to include have determined that the Registrable Securities in filing of such registration statement or the Company’s Registration Statement on Form S-1 as maintenance of its effectiveness would require disclosure of nonpublic information that would materially affect Issuer. Any registration statement prepared and filed with under this Section 5, and any sale covered thereby, shall be at Issuer's expense except for underwriting discounts or commissions and brokers' fees. Notwithstanding the Commission on July 25foregoing, 2007. If such inclusion is not permitted Issuer shall pay the reasonable fees and disbursements of one counsel selected by the selling security holders thereunder, or is otherwise impractical, then Holder to represent the Registrable Securities shall be included Holder in the Company’s next succeeding connection with each such registration statement. The Registration Statement Holder shall provide all information reasonably requested by Issuer for inclusion in any registration statement to be on Form S-1 or SB-2filed hereunder. The Company Issuer shall cause not be obligated to file a registration statement within a period of 180 days after the effective date of any other registration statement relating to any registration request under this Section 5. In connection with any registration pursuant to this Section 5, Issuer and the Holder shall provide each other and any underwriter of the offering with customary representations, warranties, covenants, indemnification and contribution in connection with such Registration Statement registration. (b) In connection with any registration pursuant to become effective this Section 5, Issuer shall enter into such customary arrangements and remain effective take such other actions, including the use of its reasonable efforts to obtain a "cold comfort" letter or similar letter from Issuer's independent public accounts, as provided herein. The Company shall the Holder or any underwriter, if any, reasonably requests in order to expedite or facilitate the disposition of the shares of Common Stock acquired by exercise of the Option. (c) If shares to be acquired upon exercise of the Option are then listed on the NYSE or any other securities exchange or market, Issuer, upon the request of the Holder, will promptly file an application to list the shares to be acquired upon exercise of the Option on the NYSE or such other securities exchange or market and will use its reasonable commercial best efforts to cause obtain approval of such Registration Statement to be declared effective under the Securities Act listing as promptly soon as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basispracticable.

Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Each Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement hereunder shall be on Form S-1 or SB-2S-1. The Company shall cause such Registration Statement Subject to become effective and remain effective as provided herein. The the terms of this Agreement, the Company shall use its reasonable commercial best efforts to cause such a Registration Statement filed hereunder to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than prior to the applicable Effectiveness Date. The Company , and shall use its reasonable commercial best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when all Registrable Securities covered by such Registration Statement (i) all Registrable Securities have been sold sold, thereunder or pursuant to Rule 144, or (ii) all Registrable Securities (A) may be sold immediately without registration under the Securities Act and without volume or manner-of-sale restrictions pursuant to Rule 144(k)144 and (B) (I) may be sold without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or (II) the Company is in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent Transfer Agent and the affected Holders Holder (the “Effectiveness Period”). Notwithstanding anything contained herein to The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall promptly notify the contrary, in Holder via facsimile or by e-mail of the event effectiveness of a Registration Statement on the same Trading Day that the Commission limits Company telephonically confirms effectiveness with the amount Commission, which shall be the date requested for effectiveness of Registrable Securities that may be sold such Registration Statement. The Company shall, by selling security holders in a particular 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, or file a final Prospectus with the Commission takes as required by Rule 424. (b) Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities permitted to be registered on behalf a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Lender number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities so as is necessary to comply allow registration in compliance with such limitation by the CommissionSEC Guidance. In such the event of a cutback hereunder, the Company shall give the Lender prompt Holder at least two (2) Trading Days prior written notice of along with the number of calculations as to such Holder’s allotment; with respect to any cutback to be applied to shares held by the Registrable Securities so excluded. FurtherPurchaser, and in addition to such cutback shall be applied on a pro rata basis with the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities other selling security holders that may be included and sold by selling security holders in the Registration Statement. As a result of any SEC Guidance, the Company shall not agree to name any Holder as an “underwriter” in such Registration Statement pursuant to Rule 415 promulgated under without the 1933 Act or any other basisprior written consent of such Holder.

Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company shall use good faith efforts is not then eligible to include register for resale the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with S-3, in which case the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause such the Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable commercial efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no not later than the Effectiveness Date. The Company , and shall use its commercially reasonable commercial efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is two years after the earlier Closing Date or such later date of when (i) all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (iib) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), ) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein . (b) If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holder the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)); provided, however, that if a Holder fails to provide the Company with any information that is required to be provided in the Registration Statement with respect to such Holder pursuant to Section 3(k), then the Filing Date shall be extended until two Trading Days following the date of receipt by the Company of such required information, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) prior to the contrarydate when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in the event that writing to comments made by the Commission limits in respect of such Registration Statement within ten Trading Days after the amount receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities that may for which it is required to be sold by selling security holders in a particular Registration Statementeffective, or the Commission takes Holders are not permitted to utilize the position that Prospectus therein to resell such Registrable Securities, for in any such cases ten Trading Days (which need not be consecutive days) in the all aggregate during any 12-month period (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clauses (iii) the date which such ten Trading Day period is exceeded, or for purposes of clause (v) the date on which such ten Trading Day period is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a portion penalty, equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities canthen held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not be registeredhave been cured by such date) until the applicable Event is cured, the Company may exclude shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such registration statement liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the minimum terms hereof shall apply on a pro-rata basis for any portion of a month prior to the cure of an Event. (c) If during the Effectiveness Period, the number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable but in any case prior to the 30th day following the date such number is exceeded, an additional Registration Statement covering the resale of by the Holders of not less than all of such Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that shall use commercially reasonable efforts to cause such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisbe declared effective as soon as reasonably practicable thereafter.

Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2Form S-3, if the Company is eligible to use Form S-3. The Company shall cause such the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement have been sold or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein . (b) In no event will the Company be required (i) to pay a penalty for failure to cause the contrary, Registration Statement to be declared effective or for failure to cause the Registration Statement to remain effective; and (ii) to pay liquidating damages in connection with the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion Grant Shares. (c) Within three business days of the Registrable Securities cannot be registeredEffectiveness Date, the Company may exclude from such shall cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the minimum number of Registrable Securities on behalf Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn. Copies of the Lender as is necessary to comply with such limitation blanket opinion required by the Commission. In such event the Company this Section 2(c) shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition be delivered to the foregoing, Purchaser within the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basistime frame set forth above.

Registration. (a) On The General Partner shall (i) prepare, file and use reasonable efforts to cause to become effective on or prior before the ninetieth day following the first anniversary of the date hereof a registration statement, which may be on Form S- 3, under the Securities Act relating to the applicable Filing Date, Shares to be issued upon exercise of the Company shall Redemption Rights assuming full satisfaction of the Redemption Rights by delivery of Shares and (ii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the 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. (b) The General Partner shall pay all Registration Expenses incurred prior to the sixth anniversary of the date hereof with respect to filing and keeping effective the registration statement through such date, and the Unitholders shall reimburse the General Partner for Registration Expenses (or a pro rata portion of the Registration Statement covering Expenses based on the Registrable Securities for an offering number of Shares issuable to be made on a continuous basis such Unitholders upon full exercise of the Redemption Rights of such Unitholders relative to the total number of Shares issuable pursuant to Rule 415. The Company such registration statement) which are incurred after the sixth anniversary of the date hereof in respect of maintaining effective (but not the initial filing and causing to become effective of) such registration statement; provided, however, that Contributing Partner shall use good faith efforts not be required to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as reimburse any costs (i) of preparing any documents filed with the Commission on July 25, 2007. If such inclusion is not permitted SEC that are incorporated by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included reference in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold or (ii) all Registrable Securities may that become necessary because the General Partner is unable to use Form S-3 (or any equivalent short form that relies on incorporation by reference) for the reason that the General Partner has failed to comply on a timely basis with any requirement of the Acts or Form S-3. The reimbursement of such expenses by the Unitholders shall be sold immediately without paid upon demand. (c) Notwithstanding anything to the contrary contained herein, the General Partner shall have no obligation to keep any registration under the Securities Act and without volume restrictions statement filed pursuant to Rule 144(k), this Section 4.1 effective after the Expiration Date or if the status of the General Partner (or its successor) as determined by an Exchange Act Reporting Company is terminated or all of the counsel to Unitholders notify the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, General Partner in the event writing that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from General Partner no longer need keep such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basiseffective.

Registration. (a) On or prior to No later than the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. The Company shall (i) register the resale of the Registrable Securities on Form S-1, and (ii) upon written request to the Company from the Holder of a majority of the Registrable Securities, undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted has been declared effective by the selling security holders thereunderCommission. Subject to the terms of this Agreement, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable commercial efforts to cause such a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible within thirty (30) days after the filing thereof, but in any event no later than the applicable Effectiveness Date. The Company , and shall use its commercially reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when all Registrable Securities covered by such Registration Statement (i) all Registrable Securities have been sold sold, thereunder or pursuant to Rule 144, or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume or manner-of-sale restrictions pursuant to Rule 144(k)144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent Transfer Agent and the affected Holders Holder (the “Effectiveness Period”). Notwithstanding anything contained herein to The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the contrary, in Holders via facsimile or by e-mail of the event effectiveness of a Registration Statement on the same Trading Day that the Commission limits Company telephonically confirms effectiveness with the amount Commission, which shall be the date requested for effectiveness of Registrable Securities that may be sold such Registration Statement. The Company shall, by selling security holders in a particular 9:30 a.m. Eastern Time on the second (2nd) Trading Day after the effective date of such Registration Statement, or file a final Prospectus with the Commission takes as required by Rule 424. Failure to so notify the position that Holders within two (2) Trading Days of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding any other provision of this Agreement and subject to the all payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a portion of limitation on the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities permitted to be registered on behalf a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Lender number of Registrable Securities to be registered on such Registration Statement will be reduced as is necessary follows: (i) first, the Company shall reduce or eliminate any securities to comply with be included by any Person other than a Holder; and (ii) second, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such limitation by the CommissionHolder). In such the event of a cutback hereunder, the Company shall give the Lender prompt Holders at least seven (7) Trading Days prior written notice of along with the number of calculations as to such Holder’s allotment. In the Registrable Securities so excluded. Further, and event the Company amends the Initial Registration Statement in addition to accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (c) Provided that no event of default exists under the Purchase Agreement or any of the other Transaction Documents, if: (i) the Initial Registration Statement is not filed on or prior to the Filing Date (if the Company files the Initial Registration Statement without providing the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)) or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be liable “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within fifteen (15) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for payment of any damages such Registration Statement to be declared effective, or penalties (iv) a Registration Statement registering for any delay in registration resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the event that Holders are otherwise not permitted to utilize the Prospectus therein to resell such delay Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) thirty (30) calendar days after the date on which such Event occurs, and for purpose of clause (ii), the date on which such five (5) Trading Day period is due exceeded, and for purpose of clause (iii) the date which such fifteen (15) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date thereafter (if the applicable Event shall not have been cured by such date) or any pro rata portion thereof, until the applicable Event is cured or ninety (90) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the fact product of one percent (1.0%) multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement; provided that the SEC has limited maximum amount payable thereunder shall not exceed four percent (4%) of the amount of Registrable Securities that may be included and sold by selling security holders in aggregate Subscription Amount. If the Registration Statement Company fails to pay any partial liquidated damages pursuant to Rule 415 promulgated under this Section 2(d) in full within seven (7) Trading Days after the 1933 Act date payable, the Company will pay interest thereon at a rate of eight percent (8%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holders, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. (d) Notwithstanding anything to the contrary contained herein but subject to comments by the Commission, in no event shall the Company be permitted to name any other basisHolder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On The Company shall, on or prior to the applicable Filing DateDeadline, the Company shall prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) covering the Registrable Securities (assuming, for an offering such purpose of the number of shares to be made registered on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include such Initial Registration Statement, that the Registrable Securities Notes are converted in full at the Conversion Price (as defined in the Company’s Notes) in effect on the Trading Day immediately prior to the date the Initial Registration Statement on Form S-1 as is initially filed with the Commission on July 25, 2007Commission). If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Each Registration Statement shall be on Form S-1 or SB-2. The S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall cause such Registration Statement to become effective and remain effective as provided hereinbe on another appropriate form in accordance herewith). The Company shall use its commercially reasonable commercial efforts to cause such the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any no event no later than the Effectiveness Deadline, and to remain effective continuously throughout the Effectiveness Period. The Company shall promptly notify the Holders via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement within one (1) business day of the Effective Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under shall, by 9:30 a.m. New York City time on the first business day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b) of the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”)Act. Notwithstanding anything contained herein to the contraryregistration obligations set forth in this Article 2, in the event that the Commission limits informs the amount of Registrable Securities Company that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot not, as a result of the application of Rule 415, be registeredregistered for resale on a single registration statement, the Company may exclude from such agrees to promptly (i) inform each of the Holders thereof, (ii) use its best efforts to file amendments to the Registration Statement as required by the Commission and/or (iii) withdraw the Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the minimum maximum number of Registrable Securities on behalf of the Lender as is necessary permitted to comply with such limitation be registered by the Commission. In , on Form S-3 or such event other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall give be obligated to use its commercially reasonable efforts to advocate with the Lender prompt notice Commission for the registration of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration all of the Registrable Securities in accordance with the Commission guidance. In the event that such delay is due the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (ii) or (iii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or Commission guidance provided to the fact that the SEC has limited the amount Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that may be included and sold by selling security holders in were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement pursuant to Rule 415 promulgated under (the 1933 Act or any other basis“Remainder Registration Statements”).

Registration. (a) On or prior to No later than the applicable Filing Date, the Company shall prepare and file with submit to the Commission SEC a draft registration statement of the form of the Initial Registration Statement covering Statement, which shall include for registration all of the Registrable Securities for an offering Securities. Subject to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in terms of this Agreement, the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable commercial efforts to cause such a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible within sixty (60) days after the filing thereof, but in any event no later than the applicable Effectiveness Date. The Company , and shall use its commercially reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when all Registrable Securities covered by such Registration Statement (i) all Registrable Securities have been sold sold, thereunder or pursuant to Rule 144, or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume or manner-of-sale restrictions pursuant to Rule 144(k)144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders Buyer (the “Effectiveness Period”). Notwithstanding anything contained herein to The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the contrary, in Buyer by e-mail of the event effectiveness of a Registration Statement on the same Trading Day that the Commission limits Company telephonically confirms effectiveness with the amount SEC, which shall be the date requested for effectiveness of Registrable Securities that may be sold such Registration Statement. The Company shall, by selling security holders in a particular 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424. Failure to so notify the Buyer within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(e). (b) Notwithstanding the Commission takes registration obligations set forth in Section 2(a), if the position SEC informs the Company that the all or a portion of the Registrable Securities cannot not, as a result of the application of Rule 415, be registeredregistered for resale as a secondary offering on a single registration statement, the Company may exclude from such registration statement agrees to promptly inform the minimum Buyer thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on behalf Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(f) with respect to the payment of liquidated damages, provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the SEC for the registration of all of the Lender as is necessary Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) If the managing underwriter with respect to comply with the Registration Statement advises the Company and the Buyer in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in the Initial Registration Statement, including all Registrable Securities and all other shares of Common Stock proposed to be included in the Initial Registration Statement exceeds the maximum dollar amount or maximum number of shares that can be sold in such limitation offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of the sale of the Common Stock registered in the Registration Statement, the Company shall include in such registration (i) first, the shares of Common Stock that the Company proposes to sell; and (ii) second, the Registrable Securities to be included therein by the CommissionBuyer. None of the Company’s security holders may include securities of the Company in the Initial Registration Statement. (d) Notwithstanding any other provision of this Agreement, and subject to the provisions of Section 2(f) with respect to the payment of liquidated damages, if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by the Buyer, the number of Registrable Securities to be registered on such Registration Statement will be reduced (i) first, by reducing the shares of Common Stock that the Company proposes to sell; and (ii) second, by reducing the Registrable Securities to be included therein by the Buyer. In such the event of a cutback pursuant to this Section 2(e), the Company shall give the Lender prompt Buyer at least five (5) Trading Days prior written notice of along with the number of calculations as to the Registrable Securities so excludedBuyer’s allotment. Further, and In the event the Company amends the Initial Registration Statement in addition to accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (e) If, for any reason within the reasonable control of the Company (i) the Initial Registration Statement is not filed on or prior to the Filing Date, and if the Company files the Initial Registration Statement without providing the Buyer the opportunity to review and comment on the same as required by Section 3(a), the Company shall be deemed to have not satisfied this clause (i); (ii) the Company fails to file with the SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be liable “reviewed” or will not be subject to further review; (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the SEC that such amendment is required in order for payment of any damages or penalties such Registration Statement to be declared effective; (iv) a Registration Statement registering for any delay in registration resale all of the Registrable Securities is not declared effective by the SEC by the Effectiveness Date of the Initial Registration Statement; or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the event that Buyer is otherwise not permitted to utilize the Prospectus therein to resell such delay Registrable Securities, for more than ten (10) consecutive Trading Days or more than an aggregate of fifteen (15) Trading Days (which need not be consecutive Trading Days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) thirty (30) calendar days after the date on which such Event occurs, and for purpose of clause (ii), the date on which such five (5) Trading Day period is due exceeded, and for purpose of clause (iii) the date which such fifteen (15) calendar day period is exceeded and for purpose of clause (v) the date on which such ten (10) or fifteen (15) Trading Days period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Buyer may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date thereafter (if the applicable Event shall not have been cured by such date) or any pro rata portion thereof, until the applicable Event is cured or sixty (60) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to the fact Buyer an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of two and a half percent (2.5%) multiplied by the Purchase Price pursuant to the Purchase Agreement; provided, that the SEC has limited maximum amount payable thereunder shall not exceed 10% of such Purchase Price. If the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement Company fails to pay any partial liquidated damages pursuant to Rule 415 promulgated under this Section 2(f) in full within seven (7) days after the 1933 Act date payable, the Company will pay interest thereon at a rate of fourteen percent (14%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Buyer, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. If the Company fails to pay the above liquidated damages and interest to the Buyer, such amounts will be added to the principal of the Note that the Buyer has with the Company. [RESERVED] (f) Notwithstanding anything to the contrary contained herein but subject to comments by the SEC, in no event shall the Company be permitted to name Buyer or any other basisAffiliate of Buyer as an underwriter without the prior written consent of the Buyer.

Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective registration statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly to all Registrable Securities permitted by the Commission to be included therein (by reference to written comments which are received to the filed Registration Statement) as soon as possible after the filing thereofbut, but in any event event, no later than the its Effectiveness Date. The Company , and shall use its reasonable commercial best efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is the earlier date earliest of when (i) all Registrable Securities have been sold or five years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold immediately without registration under by the Securities Act and without volume restrictions Holders pursuant to Rule 144(k), ) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to By 5:00 p.m. (New York City time) on the contrary, in Trading Day immediately following the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registeredEffective Date, the Company may exclude from shall file with the 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 Registration Statement (whether or not such filing is technically required under such Rule). Notwithstanding anything to the minimum number contrary contained herein (including the provisions of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event Section 2(b) below), the Company shall give not be required to file or amend a Registration Statement to constitute a primary offering of securities by the Lender prompt notice of Company. (b) If: (i) the number of Registration Statement is not filed on or prior to its Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the Trading Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) (whether or not such a prospectus is actually required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities so excluded. Furtherto which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 30 Trading Days during any 12-month period (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, and or for purposes of clause (iii) the date which such 30 Trading Day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the foregoingHolders may have hereunder or under applicable law: on the last day of each 30-day period after each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement. The parties agree that (1) the Company will not be liable for payment liquidated damages under this Agreement with respect to any Warrants or Warrant Shares and (2) in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Holders in any 30-day period, and (3) the maximum aggregate liquidated damages or penalties payable to a Holder under this Agreement shall be five percent (5%) of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any delay portion of each 30-day period prior to the cure of an Event, and shall cease to accrue (unless earlier cured) upon the expiration of the Effectiveness Period. (c) Each Holder agrees to furnish to the Company a completed Questionnaire in registration of the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders a Holder in the Registration Statement pursuant and shall not be required to Rule 415 promulgated pay any liquidated or other damages under Section 2(b) to any Holder who fails to furnish to the 1933 Act or any other basisCompany a fully completed Selling Holder Questionnaire at least four Trading Days prior to the Filing Date (subject to the requirements set forth in Section 3(a)).

Registration. This Warrant and the Warrant Shares issuable upon exercise of the Warrant (athe Warrant and Warrant Shares collectively referred to hereinafter as the "REGISTRABLE SECURITIES") On or shall be registered pursuant to the Registration Statement (as defined hereinbelow), and the Company covenants and agrees to maintain the effectiveness of the Registration Statement until the Expiration Date. Notwithstanding the foregoing, in the event that, prior to the applicable Filing Expiration Date, the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering ceases to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective eligible under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k)1933, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders amended (the “Effectiveness Period”). Notwithstanding anything contained herein "ACT") or the rules and regulations promulgated thereunder, to the contrarymaintain a registration statement on Form S-3, or in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, Warrant or the Commission takes Warrant Shares cease to be eligible for inclusion in such Registration Statement to the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is extent necessary to comply with such limitation by permit the Commission. In such event Holder to exercise the Company shall give Warrants and sell the Lender prompt notice of Warrant Shares without restriction under the number of the Registrable Securities so excluded. Further, and in addition to the foregoingAct, the Company will not promptly (and in any event within 10 days of the date that the Warrants or any Warrant Shares cease to be liable so eligible), amend or file a new registration statement under the Act on a form eligible for payment of any damages or penalties use by the Company for any delay in the registration of such securities and use its best efforts to have such registration statement declared effective by the Registrable Securities in Commission as soon as practicable after such filing, which registration statement shall include such information as may be required to permit the event that such delay is due to exercise of the fact Warrant and the sale of the Warrant Shares without restriction under the Act. The Holder acknowledges and agrees that the SEC has limited Warrant shall be exercisable pursuant to any such registration statement only at such times as the amount registration statement is effective or in accordance with any applicable exemption from the registration requirements of Registrable Securities that may be included and sold the Act. Upon such Registration Statement's being declared effective by selling security holders in the Commission, the Company shall use its best efforts to cause the Registration Statement to remain effective for a period of at least six (6) consecutive months from the date that the holders of the Warrant and the Warrant Shares are covered by such Registration Statement are first given the opportunity to sell all of such securities. During such time as the Warrant Shares registered pursuant to Rule 415 promulgated any registration statement under the 1933 Act, the Company further covenants and agrees to make timely filings of all documents required by be filed under the Act or the Exchange Act in order to ensure that the registration statement, including the documents incorporated by reference therein, if any, do not contain an untrue statement of a material fact or omit to state any other basismaterial fact required to be stated therein or necessary in order to make the statements therein not misleading.

Registration. 6.1 In the event the Company elects to file a registration statement (athe "Registration Statement") On with the Securities and Exchange Commission (the "SEC") (other than a registration statement on Form S-8 or Form S-4), the Company may, in its absolute discretion, register all or any of the Warrant Shares (the "Registrable Securities") in the Registration Statement. 6.2 If the Company elects to register the Registrable Securities, the Company will furnish the Finder with written notice as soon as practicable but in no event less than ten (10) business days prior to the applicable Filing Dateproposed filing date of the Registration Statement (the "Registration Notice"). The Finder will exercise the right provided for herein by providing written notice to the Company within five (5) business days of receipt of the Registration Notice (the "Rights Notice"). Upon receipt of the Rights Notice, the Company shall prepare may include and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include register the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with Statement. 6.3 To register the Commission on July 25Registrable Securities, 2007. If the Finder must furnish to the Company such inclusion is not permitted by the selling security holders thereunderinformation regarding itself, or is otherwise impractical, then the Registrable Securities to be sold by the Finder, and the intended method of disposition of such securities as shall be required to effect the registration of the Registrable Securities. 6.4 If the Company receives a comment from the SEC which effectively results in the Company having to reduce the number of Registrable Shares included on such Registration Statement, the Finder acknowledges that the Company may, in its sole discretion, reduce the number of Registrable Shares to be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under Statement. 6.5 In the Securities Act as promptly as possible after event the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, Shares are included in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or then: (a) To the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation extent permitted by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoinglaw, the Company will not be liable for payment of any damages or penalties for any delay in registration indemnify, defend, and hold harmless the Finder, the members, managers, officers, directors and agents of the Registrable Securities in the event that such delay is due Finder against any losses, claims, damages, or liabilities (joint or several) to the fact that the SEC has limited the amount of Registrable Securities that which they may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated become subject under the 1933 Act or any similar federal statute, and the rules and regulations of the SEC thereunder, as shall be in effect at the time, the Securities Exchange Act of 1934 as amended (the "1934 Act"), or any similar federal statute, and the rules and regulations of the SEC thereunder, as shall be in effect at the time, or other basisfederal, provincial and state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions, or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any state or provincial securities law or any rule or regulation promulgated under the 1933 Act, the 1934 Act, or any state or provincial securities law; provided, however, that the indemnity agreement contained in this section shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Finder. (b) To the extent permitted by law, the Finder will indemnify, defend and hold harmless the Company, its officers, directors and agents against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the 1933 Act, the 1934 Act, or other federal, provincial and state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Violation that occurs as a result of the Company’s reliance upon information furnished by the Finder for use in connection with a registration effected pursuant to this Agreement; provided, however, that the indemnity agreement contained in this subsection (b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Finder, which consent shall not be unreasonably withheld, nor shall the Finder be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Company. (c) Promptly after receipt by a party entitled to be indemnified under this section (the "Indemnitee") of notice of the commencement of any action (including any governmental action), the Indemnitee will, if a claim in respect thereof is to be made against the party obligated to indemnify the Indemnitee under this section (the "Indemnitor"), deliver to the Indemnitor a written notice of the commencement thereof and the Indemnitor shall have the right to participate in, and to the extent the Indemnitor so desires, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that the Indemnitee shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to the Indemnitor's ability to defend such action, shall relieve the Indemnitor of any liability to the Indemnitee under this section, but the omission so to deliver written notice to the Indemnitor will not relieve it of any liability that it may have to the Indemnitee otherwise than under this section.

Registration. Holders shall be able to exercise their Warrants only if a registration statement relating to such exercise is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. (a) On or prior to the applicable Filing Date, the The Company shall prepare and file cause to be filed within 120 days of the issuance date of the Warrants with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts 415 under the Securities Act a shelf registration statement (the "Registration Statement") on the appropriate form relating to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted offer and sale by the selling security Company of the Warrant Shares to the holders thereunder, or is otherwise impractical, then of Warrants upon exercise of the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. Warrants. (b) The Company shall use its reasonable commercial best efforts to cause such Registration Statement to be declared effective under by the Securities Act as promptly as possible after Commission on or before 150 days from the filing thereof, but in any event no later than date of issuance of the Effectiveness Date. Warrants. (c) The Company shall use its reasonable commercial best efforts to keep such the Registration Statement continuously effective under the Securities Act in order to permit the prospectus included therein to be lawfully delivered by the Company to the holders exercising the Warrants until the date which is the earlier date of when (i) all Registrable Securities have been sold or two years following the first date as of which no Warrants remain outstanding and (ii) if all Registrable Securities may be sold immediately without registration under of the Securities Act and without volume restrictions pursuant Warrants expire unexercised, the Expiration Date; provided that, except as provided below with respect to Rule 144(kany Black Out Period (as defined herein), as determined by the counsel to the Company pursuant shall be deemed not to have used its reasonable best efforts to keep the Registration Statements effective during the requisite period if it voluntarily takes any action that would result in it not being able to offer and sell the Warrant Shares upon exercise of the Warrants during that period, unless such action is required by applicable law. Notwithstanding the foregoing, the Company shall not be required to amend or supplement the Registration Statement, any related prospectus or any document incorporated therein by reference, for a written opinion letter period (a "Black Out Period") not to such exceed, for so long as this Agreement is in effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contraryan aggregate of 60 days in any calendar year, in the event that (i) an event occurs and is continuing as a result of which the Registration Statements, any related prospectus or any document incorporated therein by reference as then amended or supplemented would, in the Company's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii)(A) the Company determines in its good faith judgment that the disclosure of such event at such time would have a material adverse effect on the business, operations or prospects of the Company or (B) the disclosure otherwise relates to a material business transaction which has not yet been publicly disclosed; provided, further, that such Black Out Period shall be extended for any period, not to exceed an aggregate of 30 days in any calendar year, during which the Commission limits is reviewing any proposed amendment or supplement to the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, any related prospectus or any document incorporated therein by reference which has been filed by the Company; and provided, further, that no Black Out Period may be in effect during the three months prior to the Expiration Date. (d) The Company shall cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) The Company shall give prompt written notice to the holders of the Warrants, the Initial Purchaser and the Warrant Agent of (i) the effectiveness of the Registration Statement or any post-effective amendment thereto, (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statements or the Commission takes initiation or threatening of any proceedings for that purpose, (iii) the position that receipt by the all Company or a portion its legal counsel of any notification with respect to the suspension of the Registrable Securities cannot be registeredqualification of the Warrant Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) the happening of any event that requires the Company may exclude from such registration statement to make changes in the minimum number Registration Statements or the prospectus in order to make the statements therein not misleading and (v) the commencement and termination of Registrable Securities on behalf any Black Out Period. (f) The Company shall use its reasonable best efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of the Lender as is necessary Registration Statements at the earliest possible time. (g) Upon the occurrence of any event contemplated by Section 15(e)(iv) or (v) hereof (subject to comply with such limitation by the Commission. In such event last sentence of Section 15(c) hereof) the Company shall give promptly prepare a post-effective amendment to the Lender prompt notice Registration Statement or a supplement to the related prospectus or file any other required document so that, as thereafter delivered to holders of the number Warrants, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the Registrable circumstances under which they were made, not misleading and will contain the current information required by the Securities so excluded. Further, and in addition to Act. (h) Not later than the foregoingeffective date of the Registration Statements, the Company will provide a CUSIP number for the Warrant Shares and provide the Warrant Agent with printed certificates for the Warrant Shares in a form eligible for deposit with the Depository Trust Company. (i) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registration Statement. (j) The Company shall register or qualify or cooperate with the holders in connection with the registration or qualification of the Warrant Shares for offer and sale by the Company upon exercise of the Warrants under the securities or blue sky laws of such states of the United States as any holder reasonably requests and do any and all other acts or things necessary or advisable to enable such offer and sale in such jurisdictions; provided that the Company shall not be liable required to (i) qualify to do business in any jurisdiction in which it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction in which it is not then so subject. (k) The Company shall bear all expenses incurred by it in connection with the performance of its obligations under this Section 15. (l) The Company acknowledges and agrees that any remedy at law for payment breach of any damages provision of this Section 15 will be inadequate and that, in addition to any other remedies that the holder may have, the holders shall be entitled to the remedy of specific performance to ensure the Company performs its obligations under this Section 15. The election of any one or penalties for any delay in registration more remedies by the holders hereunder shall not constitute a waiver of the Registrable Securities in right to pursue other available remedies. (m) No person is entitled to include any securities of the event that Company held by such delay is due person in, or to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in have such securities registered under, the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisStatement.

Registration. (a) On or prior to the applicable Filing DateDate for the Warrant Shares, the Company shall use its reasonable best efforts to prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The S-3 (unless the Company is not then eligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall cause be another appropriate form in accordance herewith) and shall contain (unless otherwise directed by the Holders and except if otherwise required pursuant to comments received from the Commission upon a review of such Registration Statement or pursuant to become effective judicial and remain effective SEC interpretations) substantially the “Plan of Distribution” attached hereto as provided herein. Annex A. The Company shall use its reasonable commercial best efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly soon as reasonably possible after the filing thereofbut, but in any event event, no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act during the balance of the applicable Registration Period. (b) In the event the Extension Warrants are issued pursuant to the terms of the Notes, the Company shall use its reasonable best efforts to amend the applicable Registration Statement or file a new Registration Statement (on the short form available therefor, if applicable) so as to cover the resale of the additional Registrable Securities on or prior to the applicable Filing Date. The Company shall use its reasonable commercial best efforts to cause such amendment or such new Registration Statement to become effective as soon as reasonably possible but, in any event, no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such amendment or such new Registration Statement continuously effective under the Securities Act until during the date which is balance of the earlier date applicable Registration Period. (c) Subject to the last sentence of when this Section 2(c), if: (i) all Registrable Securities have been sold a Registration Statement under subsection (a) above is not filed on or prior to its Filing Date (or an amendment or a new Registration Statement under subsection (b) above, if required, is not filed on or prior to its Filing Date), or (ii) a Registration Statement under subsection (a) above is not declared effective by the Commission on or prior to its required Effectiveness Date (or an amendment or a new Registration Statement under subsection (b) above, if required, is not declared effective by the Commission on or prior to its required Effectiveness Date), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement under subsection (a) above or such amendment or new Registration Statement under subsection (b) above ceases for any reason to be effective and available to the Holders as to all Registrable Securities may to which it is required to cover at any time prior to the expiration of the Registration Period for more than an aggregate of thirty (30) Trading Days during any 12-month period (which need not be sold immediately without registration consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such thirty (30) Trading Day-period is exceeded, being referred to as “Event Date”), then, in addition to any other rights available to the Holders under this Agreement or under applicable law: on the Securities Act earlier of the last day of each 30-day period after each such Event Date (if the applicable Event shall not have been cured by such date) or on the fifth Trading Day after the applicable Event has been cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and without volume restrictions not as a penalty, equal to their pro rata portion of $25,000 (i.e., the Holders in the aggregate shall be entitled to receive a penalty totaling $25,000 for each 30-day period); provided that such penalty shall increase to $70,000 for each succeeding 30-day period in the aggregate beginning on the 91st day after such Event Date. The liquidated damages pursuant to Rule 144(kthe preceding sentence shall apply and be payable on a pro rata basis for any portion of a 30-day period prior to the cure of an Event and shall cease to accrue (unless earlier ceased) upon expiration of the Registration Period. Notwithstanding anything to the contrary in this Section 2(c), as determined by the counsel to the Company pursuant shall not be required to a written opinion letter make any payments under this Section 2(c) in the event that (1) the subject Event or Event Date, or the failure to cure such effectEvent or Event Date, addressed and acceptable is due to the Company’s transfer agent postponement (and the affected Holders Company is hereby permitted to postpone) for a maximum of ninety (90) days the “Effectiveness Period”). Notwithstanding anything contained herein to filing or the contrary, in the event that the Commission limits the amount effectiveness of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or by the Commission takes Company’s furnishing to the position that Holders a certificate signed by the all or a portion Chief Executive Officer of the Registrable Securities cannot Company stating the Company is in the process of filing a registration statement or proxy statement with respect to an acquisition or disposition and as a result thereof, the registration required by this Agreement could be registeredmaterially detrimental to the Company, provided, however, that the Company may exclude from use this right to postpone such registration statement filing or effectiveness only once during any twelve (12) month period, or (2) the minimum number of Registrable Securities on behalf of subject Event or Event Date, or the Lender as is necessary failure to comply with cure such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. FurtherEvent or Event Date, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that Company’s postponement (and the SEC has limited Company is hereby permitted to postpone) of the amount filing or the effectiveness of Registrable Securities that may be included and sold a Registration Statement following the announcement by selling security holders the Company of a Change of Control (as defined in the Registration Statement pursuant to Rule 415 promulgated Notes), provided, however, that if such Change of Control is not consummated, then the Company shall make all payments under the 1933 Act or any other basisthis Section 2(c) that would have been required had such Change of Control not been announced and this provision had not applied.

Registration. (a) On The Company shall, on or prior to the applicable Filing DateDeadline, the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Each Registration Statement shall be on Form S-1 or SB-2. The S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall cause such Registration Statement to become effective and remain effective as provided hereinbe on another appropriate form in accordance herewith). The Company shall use its commercially reasonable commercial efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any no event no later than the Effectiveness Deadline, and to remain effective continuously throughout the Effectiveness Period. The Company shall promptly notify the Holders via facsimile or electronic mail of the effectiveness of a Registration Statement within one (1) business day of the Effective Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under shall, by 9:30 a.m. New York City time on the first business day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b) of the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”)Act. Notwithstanding anything contained herein to the contraryregistration obligations set forth in this Article II, in the event that the Commission limits informs the amount of Registrable Securities Company that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot not, as a result of the application of Rule 415, be registeredregistered for resale on a single registration statement, the Company may exclude from such agrees to promptly (i) inform each of the Holders thereof, (ii) use its best efforts to file amendments to the Registration Statement as required by the Commission and/or (iii) withdraw the Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the minimum maximum number of Registrable Securities on behalf of the Lender as is necessary permitted to comply with such limitation be registered by the Commission. In , on Form S-3 or such event other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall give be obligated to use its commercially reasonable efforts to advocate with the Lender prompt notice Commission for the registration of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration all of the Registrable Securities in accordance with the SEC Guidance. In the event that such delay is due the Company amends the initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (ii) or (iii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the fact that the SEC has limited the amount Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that may be included and sold by selling security holders in were not registered for resale on the Registration Statement, as amended, or the New Registration Statement pursuant to Rule 415 promulgated under (the 1933 Act or any other basis“Remainder Registration Statements”).

Registration. (a) On or prior to the applicable each Filing DateDeadline, the Company shall prepare and file with the Commission SEC a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts Subject to include the Registrable Securities in terms of this Agreement, the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial best efforts to cause such a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness applicable Effective Date. The Company , and shall use its reasonable commercial best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when that all Registrable Securities covered by such Registration Statement (i) all Registrable Securities have been sold sold, thereunder or pursuant to Rule 144, or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume or manner-of-sale restrictions pursuant to Rule 144(k)144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders. The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders (via e-mail of the “Effectiveness Period”). Notwithstanding anything contained herein to effectiveness of a Registration Statement on the contrary, in the event same Trading Day that the Commission limits Company telephonically confirms effectiveness with the amount SEC, which shall be the date requested for effectiveness of Registrable Securities that may be sold such Registration Statement. The Company shall, by selling security holders in a particular 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final prospectus with the SEC as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the Commission takes registration obligations set forth in Section 2(a), if the position SEC informs the Company that the all or a portion of the Registrable Securities cannot not, as a result of the application of Rule 415, be registeredregistered for resale as a secondary offering on a single registration statement, the Company may exclude from such registration statement agrees to promptly inform each of the minimum Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on behalf Form F-1 or such other form available to register for resale the Registrable Securities as a secondary offering; with respect to filing on Form F-1 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the SEC for the registration of all of the Lender Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as is necessary a secondary offering (and notwithstanding that the Company used diligent efforts to comply advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such limitation Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and b. Second, the Company shall reduce Registrable Securities represented by Ordinary Shares and Warrant Shares (applied, in the Commissioncase that some Ordinary Shares and Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Ordinary Shares and Warrant Shares held by such Holder). In such the event of a cutback hereunder, the Company shall give the Lender prompt Holders at least five (5) Trading Days prior written notice of along with the number of calculations as to such ▇▇▇▇▇▇’s allotment. In the Registrable Securities so excluded. Further, and event the Company amends the Initial Registration Statement in addition to accordance with the foregoing, the Company will use its best efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required herein, or the Company subsequently withdraws the filing of the Registration Statement, the Company shall be deemed to have not satisfied this clause (i) as of the Filing Date. Notwithstanding the foregoing, if the Company provides the Initial Registration Statement to the Holders and the Holders do not complete their review or provide confirmation within two business days, the Company may proceed with the filing, which may be deemed as filing prior to its Filing Date. If the Holders provide comments within such two-business-day period, the Company shall be entitled to a one-business-day extension to the Initial Filing Date), or (ii) the Company fails to file with the SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be liable “reviewed” or will not be subject to further review or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the SEC that such amendment is required in order for payment of any damages such Registration Statement to be declared effective, or penalties (iv) a Registration Statement registering for any delay in registration resale all of the Registrable Securities is not declared effective by the SEC by the Effective Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the event that date on which such delay Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is due exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to the fact product of 12.0% multiplied by the aggregate amount paid by such Purchaser pursuant to the Purchase Agreement. The parties agree that the SEC has limited maximum aggregate liquidated damages payable to a Purchaser under this Agreement shall be 20.0% of the aggregate amount of Registrable Securities that may be included and sold paid by selling security holders in the Registration Statement such Purchaser pursuant to Rule 415 promulgated under the 1933 Act Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchaser, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any other basisportion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any underwriter without the prior written consent of such Purchaser.

Registration. (a) On or prior to No later than February 10, 2021 (the applicable "Filing DateDeadline"), the Company shall prepare and file with the Commission a Registration Statement (and/or a Prospectus as applicable) covering the offering and resale of all of the SALT Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include , or if Rule 415 is not available for offers or sales of the SALT Registrable Securities, for such other means of distribution of SALT Registrable Securities in as the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statementHolder may reasonably request. The Registration Statement required hereunder shall be on Form S-1 F-3 (except if the Company is not then eligible to register for resale the SALT Registrable Securities on Form F-3, in which case the Registration shall be on Form F-1 or SB-2another appropriate form as shall be selected by the Company upon advice of its counsel). The Company shall cause such Registration Statement required hereunder shall contain a "Plan of Distribution" reasonably acceptable to become effective the Holder and remain effective as provided hereinthe Company. The Company shall use its commercially reasonable commercial efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly soon as possible practicable after the filing thereofFiling Deadline, but in any no event no later than the Effectiveness Dateearlier of (i) the 90th calendar day following the Filing Deadline if the Commission notifies the Company that it will "review" the Registration Statement and (ii)the 5th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be "reviewed" or will not be subject to further review. The Company shall use its commercially reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) with respect to such Holder until the date which is the earlier date of when (i) all such Holder no longer owns SALT Registrable Securities have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k"Effectiveness Period"), as determined by the counsel to the Company pursuant to a written opinion letter to such effectprovided, addressed and acceptable to however, that the Company’s transfer agent and 's obligations to include the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the SALT Registrable Securities in the event that such delay is due Registration Statement are contingent upon and subject to (i) the Holder furnishing a completed and executed selling shareholders questionnaire in the form contained in the Master Agreement to the fact Company that contains the SEC has limited information required by Commission rules for a Registration Statement regarding the amount Holder, the securities of the Company held by the Holder, and the intended method of disposition of the SALT Registrable Securities that may be included to effect the registration of the SALT Registrable Securities no later than two Business Days prior to the Filing Deadline, (ii) the terms and sold by selling security holders conditions contained in the Existing Registration Statement pursuant to Rule 415 promulgated under Rights Agreement and (iii) the 1933 Act or any Holder executing such other basisdocuments in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations.

Registration. (a) On or prior Effectiveness Deadline Promptly following the Closing Date (but no later than the earlier of (i) 5 days following the date the Partnership files a Form 8-K disclosing the financial statements required to be filed pursuant to Rules 3-05 and 11-01 of Regulation S-X promulgated by the Commission and related to the applicable Acquisition and (ii) 90 days following the Closing Date (the “Filing DateDeadline”)), the Company Partnership shall prepare and file a registration statement under the Securities Act to permit the public resale of Registrable Securities from time to time as permitted by Rule 415 under the Securities Act (or any similar provision then in effect), with the Commission a Registration Statement covering respect to all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include (the Registrable Securities in the Company’s “Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statementStatement”). The Registration Statement filed pursuant to this Section 2.01(a) shall be on Form S-1 such appropriate registration form of the Commission as shall be selected by the Partnership so long as it permits the continuous offering of the Registrable Securities pursuant to Rule 415 under the Securities Act (or SB-2any similar provision then in effect) at the then prevailing market prices. The Company Partnership shall use its commercially reasonable efforts to cause such the Registration Statement to become effective on or as soon as practicable after the Filing Deadline. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and remain effective as provided hereinrequested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Company Partnership shall use its commercially reasonable commercial efforts to cause the Registration Statement filed pursuant to this Section 2.01(a) to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything The Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained herein to the contraryin such Registration Statement, in the event light of the circumstances under which a statement is made). As soon as practicable following the date that the Commission limits the amount Registration Statement becomes effective, but in any event within two Business Days of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registeredsuch date, the Company may exclude from such registration statement Partnership shall provide the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply Holders with such limitation by the Commission. In such event the Company shall give the Lender prompt written notice of the number effectiveness of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisStatement.

Registration. (a) On or prior to 8.1 Within 30 calendar days following the applicable Filing Closing Date, the Company shall prepare and file cause a registration statement on Form S-1 (or such other Form appropriate for such purpose) (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission a Registration Statement covering (the Registrable “Commission”) under the Securities Act, for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts 415 of the Securities Act with respect to include (i) the Common Stock issued pursuant to this Agreement and (ii) the Warrant Shares (together, the “Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2Securities”). The Company shall cause such Registration Statement to become be declared effective by the Commission as soon as possible, but in any event, no later than 90 calendar days following the Closing Date if the Company receives a “No Review” from the Commission or 120 days following the Closing Date if the Company receives a review, and remain effective as provided herein. The Company shall use its reasonable commercial best efforts to keep the Registration Statement continuously effective for three years following such date the Commission declares the Registration Statement effective (the “Effectiveness Period”). Each Investor agrees to provide the Company with any information reasonably requested by the Company for purposes of including such Investor’s securities in the Registration Statement within ten business days following such request. If the Investor does not provide such information, the Company may exclude the Investor’s Registrable Securities from the Registration Statement if the Company reasonably believes such information is necessary to comply with federal securities laws. Such exclusion shall not be consider default or breach of this Agreement by the Company and the Company shall not be subject to any damages including liquidated damages. The Company may include shares of Common Stock other than the Registrable Securities on the Registration Statement as long as the total number of shares of Common Stock (including the Registrable Securities) to be registered in the aggregate on such registration statement does not then exceed 33% of the Company’s public float. The Company may not include any other shares of Common Stock on the Registration Statement until all of the Registrable Securities have been so included or the Investor has agreed in writing to have its Registrable Securities excluded from such Registration Statement. 8.2 Notwithstanding anything to the contrary contained in this Agreement, if the staff of the Commission (the “Staff”), seeks to characterize any offering pursuant to a registration statement filed in accordance with this Agreement as constituting a primary offering of securities by or on behalf of the Company, or in any other manner, such that the Staff or the Commission does not permit such Registration Statement to become effective and used for resales in a continuous at the market offering pursuant to Rule 415 under the Securities Act by the Investors without being named therein as “underwriters” (a “Resale Registration Statement”), then the Company shall have the right to reduce the number of Registrable Securities to be included in such registration statement by all Investors, to the extent that the Staff or the Commission shall permit such registration statement to become effective as a Resale Registration Statement. In making such reduction, the Company shall reduce the number of Registrable Securities by decreasing the Common Stock first pro rata by Investor based on dollar amount invested pursuant to this Agreement. If such reductions are not sufficient, the Company may reduce the Warrant Shares issuable upon exercise of the Series A warrants, then the Series C warrants and then the Series B warrants. 8.3 In the event that the inclusion of Registrable Securities by a particular Investor or a particular type of Investor is the cause of the refusal by the Staff or the Commission to allow such registration statement to become effective as a Resale Registration Statement, the Registrable Securities held by such Investor or type of Investors shall be the only Registrable Securities subject to reduction (and if by a set of Investors on a pro rata basis with respect to such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, if the Staff or the Commission requires any Investor seeking to sell under a Registration Statement filed pursuant to this Agreement to be identified as an “underwriter” in order to permit such Registration Statement to become effective, and such Investor does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall be entitled, following good faith discussions with the Staff and/or the Commission and the affected Investor, to reduce the total number of Registrable Securities to be registered on behalf of such Investor, until such time as the Staff or the Commission does not require such identification. 8.4 Subject to Section 8.5 below, in the event of any reduction in Registrable Securities to be included in the Registration Statement, an affected Investor shall have the right, solely following such time as the Company is able to effect the registration of any such Registrable Securities in accordance with any restrictions which were imposed on it by the Commission, upon delivery of a written request to the Company signed by such Investor, to require the Company to file an additional registration statement on Form S-1 (or such other Form appropriate for such purpose) with the Commission under the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act within 120 calendar days after the Company’s receipt of any such request (the “Additional Filing Date”) for resale by such Investor, in a manner reasonably acceptable to such Investor, of any Registrable Securities which are not then covered by an existing and effective registration statement (including the Registration Statement) and the Company shall, following such request, use its reasonable best efforts to cause such Registration Statement additional registration statement(s) to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event event, no later than 120 calendar days following the Effectiveness applicable Additional Filing Date (the “Additional Outside Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement ”), and kept continuously effective under for two years after the effective date of any such registration statement (in each such case, the “Additional Effectiveness Period”). 8.5 No Investor will be entitled to require the Company to file a registration statement during any time period that the Investor can sell its Registrable Securities pursuant to Rule 144 of the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k)restrictions, in each case as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (Investors. The Investor agrees to provide such information as is reasonably necessary for the “Effectiveness Period”). Notwithstanding anything contained herein counsel to the contraryCompany to make such determination. The Company agrees to provide each Investor up to three legal opinions at Company expense within five years following the date of this Agreement to facilitate such sales. Such obligation is dependent on the Investor complying with Rule 144 and providing such information as reasonably requested by the Company or its counsel to write such opinion. 8.6 If for any reason or for no reason whatsoever, either (a) the Registration Statement is not filed on or prior to 30 calendar days following the Closing Date or any additional registration statement is not filed on or prior to the Additional Filing Date, in each case covering the event that Registrable Securities required under this Agreement to be included therein, or (b) a Registration Statement is not declared effective by the Commission limits within 90 calendar days following the amount Closing Date if the Company receives a “No Review” from the Commission or 120 days following the Closing Date if the Company receives a review , or any additional registration statement is not declared effective by the Commission on or prior to the Additional Outside Date or (c) after the effective date of a Registration Statement or any additional registration statement, without regard for the reason thereunder or efforts therefore, such Registration Statement (or additional registration statement) ceases for any reason to remain continuously effective as to all Registrable Securities that may be sold by selling security holders included in a particular such Registration StatementStatement or additional registration statement, or the Commission takes Investors are otherwise not permitted to utilize the position that Prospectus therein to resell such Registrable Securities, for more than an aggregate of 30 Trading Days during any 12-month period within the all Effectiveness Period (any such failure or a portion breach being referred to as an “Event”, and for purposes of clauses (a) or (b) the Registrable Securities candate on which such Event occurs, or for purposes of clause (iii) the date which such 30 Trading Day-period is exceeded, being referred to as “Event Date”)), then, in addition to any other rights the Investors may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not be registeredhave been cured by such date) until the applicable Event is cured, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf shall pay to each Investor an amount in cash, as partial liquidated damages and not as a penalty, equal to 0.5% of the Lender as is necessary aggregate purchase price paid by such Investor for the Unit(s); provided that the aggregate payments pursuant to comply with this Section to any Investor do not exceed 2.0% of the aggregate purchase price paid by such limitation by Investor for the CommissionUnit(s). In such event The parties agree that the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of liquidated damages under this Agreement with respect to any damages Warrants or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisWarrant Shares.

Registration. (a) On or prior to No later than the applicable Filing Date, the Company shall prepare and file with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of the Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided, that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted has been declared effective by the selling security holders thereunderCommission. Subject to the terms of this Agreement, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial best efforts to cause such a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date. The Company , and shall use its reasonable commercial best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when all Registrable Securities covered by such Registration Statement (i) all Registrable Securities have been sold sold, thereunder or pursuant to Rule 144, or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume or manner-of-sale restrictions pursuant to Rule 144(k)144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent Transfer Agent and the affected Holders Holder (the “Effectiveness Period”). Notwithstanding anything contained herein to The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the contrary, in Holder via facsimile or by e-mail of the event effectiveness of a Registration Statement on the same Trading Day that the Commission limits Company telephonically confirms effectiveness with the amount Commission, which shall be the date requested for effectiveness of Registrable Securities that may be sold such Registration Statement. The Company shall, by selling security holders in a particular 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, or file a final Prospectus with the Commission takes as required by Rule 424. Failure to so notify the position Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that the all or a portion of the Registrable Securities cannot not, as a result of the application of Rule 415, be registeredregistered for resale as a secondary offering on a single registration statement, the Company may exclude from such registration statement agrees to promptly inform each of the minimum Holders thereof and use its best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities on behalf of the Lender as is necessary permitted to comply with such limitation be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: i. first, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; and ii. second, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In such the event of a cutback hereunder, the Company shall give the Lender prompt Holder at least five (5) Trading Days prior written notice of along with the number of calculations as to such H▇▇▇▇▇’s allotment. In the Registrable Securities so excluded. Further, and event the Company amends the Initial Registration Statement in addition to accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) Provided, that no event of default exists under the Exchange Agreement or any of the other Transaction Documents, if: (i) the Initial Registration Statement is not filed on or prior to the Filing Date (if the Company files the Initial Registration Statement without providing the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)) or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be liable “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for payment of any damages such Registration Statement to be declared effective, or penalties (iv) a Registration Statement registering for any delay in registration resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the event that Holders are otherwise not permitted to utilize the Prospectus therein to resell such delay Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) thirty (30) calendar days after the date on which such Event occurs, and for purpose of clause (ii), the date on which such five (5) Trading Day period is due exceeded, and for purpose of clause (iii) the date which such fifteen (15) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date thereafter (if the applicable Event shall not have been cured by such date) or any pro rata portion thereof, until the applicable Event is cured or sixty (60) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the fact product of two percent (2.0%) multiplied by the Subscription Amount paid by such Holder for the Notes pursuant to the Exchange Agreement less any amount of Notes repaid or converted; provided, that the SEC has limited maximum amount payable thereunder shall not exceed 4% of the amount of Registrable Securities that may be included and sold Subscription Amount paid by selling security holders in the Registration Statement such Holder pursuant to Rule 415 promulgated under the 1933 Act Exchange Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of eighteen percent (18%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. (e) Notwithstanding anything to the contrary contained herein but subject to comments by the Commission, in no event shall the Company be permitted to name any other basisHolder or affiliate of a Holder as an underwriter without the prior written consent of such Holder.

Registration. The Company shall file with the SEC an initial Registration Statement within thirty (a30) On calendar days from the date of this Agreement covering at least 10,000,000 shares of Registrable Securities (the “Initial Registration Statement”), subject to any reduction in the registered share amount required by the SEC, so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), subject to the aggregate number of authorized shares of the Company’s Ordinary Shares then available for issuance in its Certificate of Incorporation. The Initial Registration Statement shall register only Registrable Securities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon the Initial Registration Statement and any amendment or supplement to such Initial Registration Statement and any related prospectus prior to its filing with the applicable Filing DateSEC, and the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering give due consideration to be made on a continuous basis pursuant to Rule 415all reasonable comments. The Company Investor shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted furnish all information reasonably requested by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided hereinfor inclusion therein. The Company shall use its reasonable commercial best efforts to cause such have the Initial Registration Statement to be declared effective under as soon as practicable, and any amendment declared effective by the Securities Act as promptly as SEC at the earliest possible after the filing thereof, but in any event no later than the Effectiveness Datedate. The Company shall use its reasonable commercial best efforts to keep such each Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant effective, including but not limited to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date on which the Investor shall have sold all the Registrable Securities and the full Commitment Amount (as defined in the Purchase Agreement) has been drawn down by the Company pursuant to a Registration Statement and (ii) the date on which the Purchase Agreement is terminated (the “Registration Period”). Each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any other basisuntrue 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 in which they were made, not misleading. In the event that (i) the Initial Registration Statement or New Registration Statement (as defined below) becomes stale after the initial effectiveness of such Registration Statement or New Registration Statement and (ii) the Investor still has ownership of any of the Registrable Securities that the Investor cannot then sell without restriction pursuant to Rule 144 promulgated under the Securities Act, the Company shall immediately file one or more post-effective amendments to facilitate the SEC’s declaration of effectiveness with respect to such Initial Registration Statement or New Registration Statement.

Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include , or if Rule 415 is not available for offers and sales of the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If by such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the other means of distribution of Registrable Securities shall be included in as the Company’s next succeeding registration statementHolders may specify. The Registration Statement shall be on Form S-1 or SB-2. The S-3 (except if the Company shall cause such is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by the Holders) the “Plan of Distribution” attached hereto as Annex A. Subject to become effective and remain effective as provided herein. The the terms of this Agreement, the Company shall use its commercially reasonable commercial efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly as possible on or prior to the earlier of (i) the 90th calendar day following the Filing Date (the 120th calendar day in the event of a review by the Commission) and (ii) the fifth business day after the filing thereof, but in any event Commission advises the Company that the Registration Statement will not be reviewed or the Commission has no later than further comments on the Effectiveness Registration Statement (the “Required Effective Date”). The Company shall use its commercially reasonable commercial efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), ) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time on a Trading Day. The Company shall immediately notify the contraryHolders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission. The Company shall, on the Trading Day after the Effective Date (as defined in the event that Purchase Agreement), file a 424(b) prospectus with the Commission. (b) If: (i) a Registration Statement is not filed on or prior to its Filing Date; or (ii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission limits by its Required Effective Date or (iii) after the amount of Required Effective Date, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities that may for which it is required to be sold by selling security holders in a particular Registration Statementeffective, or the Commission takes Holders are not permitted to utilize the position that the all or a portion of the Prospectus therein to resell such Registrable Securities canfor more than an aggregate of 75 calendar days during any 12-month period (which need not be registeredconsecutive calendar days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) or (ii) the date on which such Event occurs or for purposes of clause (iii) the date on which such 75 calendar day period is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date until the applicable Event is cured, the Company may exclude from shall pay to each Holder an amount in cash as partial liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such registration statement Holder pursuant to the minimum number of Purchase Agreement for any Registrable Securities on behalf then held by such Holder; provided, that such liquidated damages shall not exceed 10% of the Lender as is necessary to comply with such limitation aggregate purchase price paid by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition all Holders pursuant to the foregoing, Purchase Agreement. The partial liquidated damages pursuant to the Company will not be liable for payment of any damages or penalties terms hereof shall apply on a daily pro-rata basis for any delay in registration portion of the Registrable Securities in the event that such delay is due a month prior to the fact that the SEC has limited the amount cure of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisan Event.

Registration. (a) On or prior to the applicable Filing Date, the The Company shall prepare and file with the United States Securities and Exchange Commission (the “SEC”), on or before the fifteenth calendar day following the Initial Exercise Date (the “Filing Due Date”), a Registration Statement covering the Registrable Securities for an offering to be made on a continuous shelf basis pursuant to Rule 415. The Company shall use good faith efforts to include following the date of effectiveness covering the resale of the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then Holder (the Registrable Securities shall be included in the Company’s next succeeding registration statement“Registration Statement”). The Registration Statement shall be on Form S-1 S-3 under the Securities Act or SB-2. The another appropriate form selected by the Company shall cause such Registration Statement permitting registration of the resale of the Registrable Securities by the Holder from time to become effective and remain effective as provided hereintime. The Company shall use its reasonable commercial efforts “Best Efforts” to cause the Registration Statement to become effective pursuant to the Securities Act as soon as practicable. Notwithstanding the foregoing, if the Company shall furnish to the Holder a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that, in the good faith judgment of the Company’s Board of Directors, it would be seriously detrimental to the Company and its shareholders for such Registration Statement to be filed and it is therefore essential to defer the filing of such Registration Statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 90 days after the Filing Due Date. (b) The Registration Statement shall not be deemed to have become effective under the Securities Act (i) unless it has been filed and has been declared effective under the Securities Act as promptly as possible after by the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts SEC and remains effective pursuant to keep such Registration Statement continuously effective under the Securities Act until with respect to the date which is the earlier date disposition of when (i) all Registrable Securities have been on a continuous shelf basis until all such Registrable Securities are sold or cease to be Registrable Securities, or (ii) all Registrable Securities may be sold immediately without registration under if the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion offering of the Registrable Securities cannot be registeredpursuant to such Registration Statement is interfered with by any stop order, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf cease trade order, injunction or other order or requirement of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisgovernmental agency, court or stock exchange, other than by reason of some act or omission by the Holder.

Registration. (a) On The Executive shall have the right to require the Company to register the Conversion Shares issuable upon the conversion of the Deferred Compensation in one (1) or more piggy-back registrations and/or in one (1) demand registration. The Company shall provide notice to the Executive of any registration of its securities not less than thirty (30) days prior to any filing of a registration statement. Upon the applicable Filing DateCompany’s receipt of any notice from the Executive that the Executive has requested a piggyback registration or demand registration in accordance with its rights hereunder, the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith its best efforts to include (a) in respect of a piggyback registration, including the Registrable Securities Conversion Shares issuable upon conversion of the Deferred Compensation in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted contemplated registration by the selling security holders thereunderCompany (subject to underwriters’ cutbacks), or is otherwise impractical(b) in respect of a demand registration, then (i) file a registration statement to register the Registrable Securities shall be included in Conversion Shares issuable upon conversion of the Company’s next succeeding registration statement. The Registration Statement shall be Deferred Compensation not less than forty-five (45) days following the date on Form S-1 or SB-2. The which the Company shall cause receives such Registration Statement to become effective request for a demand registration, and remain effective as provided herein. The Company shall (ii) use its reasonable commercial efforts to cause such Registration Statement registration statement to be declared go effective not less than one hundred twenty (120) days following the date on which the Company receives such request for demand registration. Upon any registration contemplated hereunder, the Company shall bear the entire expense of such registration, and shall indemnify the Executive for any inaccuracies or omissions contained in such registration statement (other than such inaccuracies or omissions which directly arise from the information provided by the Executive). (b) With a view to making available to Executive the benefits of certain rules and regulations of the SEC which may permit the sale of the Conversion Shares to the public without registration, the Company shall use commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144(c)(1) or any similar or analogous rule promulgated under the Securities Act as promptly as possible Act, at all times after the filing thereof, but in any event no later than the Effectiveness Closing Date. ; (c) The Company shall use its reasonable commercial efforts take all commercially reasonably action to keep such Registration Statement continuously effective under cause the Securities Act until Conversion Shares to be listed on the date which is NASDAQ Capital Market or the earlier date TSXV within 15 days of when their issuance; (id) all Registrable Securities have been sold or (ii) all Registrable Securities may be sold immediately without If the registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined so proposed by the counsel Company involves an underwritten offering of the securities so being registered for the account of the Company, to be distributed by or through one or more underwriters of recognized standing, and the managing underwriter of such underwritten offering shall advise the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contraryin writing that, in its opinion, the event that the Commission limits the amount distribution of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a specified portion of the Registrable Securities cannot be registered, Conversion Shares which Executive has requested the Company to register and otherwise concurrently with the securities being distributed by such underwriters will materially and adversely affect the distribution of such securities by such underwriters (such opinion to state the reasons therefor), then the Company will promptly furnish Executive with a copy of such opinion, and by providing such written notice to Executive, Executive may exclude from be denied the registration of all or a specified portion of such registration statement the minimum number Conversion Shares (in case of Registrable Securities on behalf such a denial as to a portion of the Lender as is necessary such Conversion Shares, such portion to comply with such limitation be allocated pro rata among Executive and other Executives of similar conversion shares); provided, however, that shares to be registered by the Commission. In such event Company for issuance by the Company shall give the Lender prompt notice have first priority, registration of the number Executive’s Conversion Shares hereunder shall have second priority (pro-rata along with all Executives of the Registrable Securities so excluded. Furthersimilar conversion shares), and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisshares being registered on account of other third parties shall have third priority.

Registration. TMP shall, for the benefit of each Shareholder, at TMP's expense, (ai) On or prior use its best efforts to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering cause to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25SEC within 120 days after the Closing a resale registration statement (the "REGISTRATION STATEMENT") to register 100% of the TMP Shares issued to the Shareholders at Closing, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall (ii) use its commercially reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act by the SEC as promptly soon as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall practicable and (iii) use its commercially reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is first anniversary of the earlier date Closing Date. The foregoing obligation of when TMP shall be subject to TMP's receipt of all necessary accountants' consents and TMP's ability to comply with (i) all Registrable Securities have been sold or applicable federal and state securities laws, including those pertaining to the Registration Statement and (ii) all Registrable Securities may be sold immediately without registration under applicable confidentiality agreements. Each of the Securities Act and without volume restrictions pursuant Shareholders hereby agrees to Rule 144(k), as determined by the counsel furnish to the Company pursuant to a written opinion letter TMP all information with respect to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is Shareholder necessary to comply with such limitation by make the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders disclosure in the Registration Statement pursuant with respect to Rule 415 promulgated under such Shareholder not materially misleading. TMP further agrees, if necessary, to use commercially reasonable efforts to supplement or amend the 1933 Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by TMP for such Registration Statement or by the Securities Act or by any other basisrules and regulations thereunder for resale registrations, subject to TMP's receipt of all necessary accountants' consents and TMP's ability to comply with (i) all applicable federal and state securities laws, including those pertaining to the Registration Statement and (ii) all applicable confidentiality agreements. Notwithstanding the foregoing, if in TMP's opinion, the disclosure of information required to make the Registration Statement not materially misleading would cause harm to TMP, TMP may prevent such Shareholder from using the Registration Statement until such time as TMP discloses such information as may be necessary so that the Registration Statement is no longer materially misleading. In such event, TMP agrees to release such information as soon as is reasonably practicable.

Registration. (a) On The Company shall, on or prior to the applicable Filing DateDeadline, the Company shall prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) covering the Registrable Securities for an a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Each Registration Statement shall be on Form S-1 or SB-2. The S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall cause such Registration Statement to become effective and remain effective as provided hereinbe on another appropriate form in accordance herewith). The Company shall use its commercially reasonable commercial efforts to cause such the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any no event no later than the Effectiveness Deadline, and to remain effective continuously throughout the Effectiveness Period. The Company shall promptly notify the Holders via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement within one (1) business day of the Effective Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under shall, by 9:30 a.m. New York City time on the first business day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b) of the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”)Act. Notwithstanding anything contained herein to the contraryregistration obligations set forth in this Article 2, in the event that the Commission limits informs the amount of Registrable Securities Company that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot not, as a result of the application of Rule 415, be registeredregistered for resale on a single registration statement, the Company may exclude from such agrees to promptly (i) inform each of the Holders thereof, (ii) use its best efforts to file amendments to the Registration Statement as required by the Commission and/or (iii) withdraw the Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the minimum maximum number of Registrable Securities on behalf of the Lender as is necessary permitted to comply with such limitation be registered by the Commission. In , on Form S-3 or such event other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall give be obligated to use its commercially reasonable efforts to advocate with the Lender prompt notice Commission for the registration of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration all of the Registrable Securities in accordance with the Commission guidance. In the event that such delay is due the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (ii) or (iii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or Commission guidance provided to the fact that the SEC has limited the amount Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that may be included and sold by selling security holders in were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement pursuant to Rule 415 promulgated under (the 1933 Act or any other basis“Remainder Registration Statements”).

Registration. (a) On or prior to the its applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement required to be filed under this Agreement shall be filed on Form S-3 (or if the Company is not then eligible to utilize such form of registration, it shall utilize such other available form appropriate for such purpose) and contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s written consent) the “Plan of Distribution” attached hereto as Annex B. The Company shall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). If for any reason other than due solely to SEC Restrictions, a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of all such unregistered Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. (b) Notwithstanding anything to the contrary contained in this Section 2, if the Company receives Commission Comments, and following discussions with and responses to the Commission in which the Company uses its reasonable best efforts and time to cause as many Registrable Securities for as many Holders as possible to be included in the Registration Statement filed pursuant to Section 2(a) without characterizing any Holder as an underwriter (and in such regard uses its reasonable best efforts to cause the Commission to permit the affected Holders or their respective counsel to participate in Commission conversations on such issue together with Company Counsel, and timely conveys relevant information concerning such issue with the affected Holders or their respective counsel), the Company is unable to cause the inclusion of all Registrable Securities, then the Company may, following not less than three (3) Trading Days prior written notice to the Holders (i) remove from the Registration Statement such Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the Commission may require in order for the Commission to allow such Registration Statement to become effective; provided, that in no event may the Company name any Holder as an underwriter without such Holder’s prior written consent (collectively, the “SEC Restrictions”). Unless the SEC Restrictions otherwise require, any cut-back imposed pursuant to this Section 2(b) shall be allocated among the Registrable Securities of the Holders on a pro rata basis. No registration delay payments under Section 2(c) shall accrue on or as to any Cut Back Shares, and the required Effectiveness Date for such Registration Statement will be tolled, until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all provisions of this Section 2 (including, without limitation, the registration delay payment provisions, subject to tolling as provided above) shall again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Securities”) so that the Company will be required to file with and cause to be declared effective by the Commission such additional Registration Statements in the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities. (c) If: (i) a Registration Statement is not filed on or prior to its Filing Date covering the Registrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the Business Day immediately following the Effective Date, the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) in accordance with the terms hereof (whether or not such a prospectus is technically required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 30 Trading Days (which need not be consecutive), or (iv) the Company fails, during the period from the six month anniversary of the Closing Date to the one year anniversary of the Closing Date, to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company pursuant to the Exchange Act, other than Form 8-K reports (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i), (ii), or (iv) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 Trading Day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial registration delay payments and not as a penalty, equal to the product of (x) the product of (A) 1.0% multiplied by (B) the quotient of (i) the number of such Holder’s Registrable Securities that are not then covered, but are required to be covered, by a Registration Statement that is then effective and available for use by such Holder divided by (ii) the total number of such Holder’s Registrable Securities multiplied by (y) the aggregate Investment Amount paid by such Holder for the Shares pursuant to the Purchase Agreement. The parties hereto agree that in no event will the Company be liable for any registration delay payments under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Holders in any 30-day period and the maximum aggregate registration delay payments payable to a Holder under this Agreement shall be 10% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The partial registration delay payments pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event (except in the case of the first Event Date), and shall cease to accrue (unless earlier cured) upon the expiration of the Effectiveness Period. For the avoidance of doubt, in no event shall the Company be liable for registration delay payments with respect to Cut Back Shares. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex C (a “Selling Holder Questionnaire”). The Company shall use good faith efforts not be required to include the Registrable Securities of a Holder in the Company’s a Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is and shall not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding required to pay any registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement delay payments under Section 2(c) to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts any Holder who fails to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), as determined by the counsel furnish to the Company pursuant to a written opinion letter to such effect, addressed and acceptable fully completed Selling Holder Questionnaire at least two Trading Days prior to the Company’s transfer agent and the affected Holders Filing Date (the “Effectiveness Period”). Notwithstanding anything contained herein subject to the contrary, requirements set forth in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisSection 3(a)).

Registration. 1. The Company shall register for resale of some or all (adepending on the limitations set out in this Agreement) On or prior of the Registrable Securities with the Commission simultaneous with the filing of a registration statement with the Commission for the initial public offering of shares of the Company’s ordinary shares on Form F-1 (the “F-1”). 2. Subject to the applicable Filing Dateterms of this Agreement, the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial best efforts to cause such a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than prior to the applicable Effectiveness Date. The Company , and shall use its reasonable commercial best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), ) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”) 3. Notwithstanding anything contained herein If the registration is being made pursuant to a registered public offering that is to be made by underwriter(s), the contrary, in Company shall so advise the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion Holders of the Registrable Securities cannot be registeredeligible for inclusion in such Registration Statement pursuant to Section 3. In that event, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment right of any damages or penalties for any delay Holder to registration shall be conditioned upon such Holder’s participation in registration such underwriting and the inclusion of the such Holder’s Registrable Securities in the event that such delay is due underwriting to the fact extent provided herein. All Holders proposing to sell any of their Registrable Securities through such underwriting shall (together with the Company and any other stockholders of the Company selling their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section, if the underwriter or the Company determines that marketing factors require a limitation on the SEC has limited number of Ordinary Shares or the amount of other securities to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all Holders (except those Holders who failed to timely elect to include their Registrable Securities or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of shares of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant registration and underwriting, if any. The number of Ordinary Shares that may be included in the F-1 and underwriting shall be allocated first to Rule 415 promulgated under the 1933 Act or any other basisCompany and then, subject to obligations and commitments existing as of the date hereof, to all selling stockholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein.

Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement 415 on Form S-1 as filed with the Commission (or on July 25, 2007such other form appropriate for such purpose). If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Such Registration Statement shall be on Form S-1 or SB-2. The Company shall cause contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement Statement, other than as to become effective and remain effective the characterization of any Holder as provided herein. an underwriter, which shall not occur without such Holder’s consent) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable commercial best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event event, no later than the its Effectiveness Date. The Company , and shall use its reasonable commercial best efforts to keep the Registration Statement continuously effective during the entire Effectiveness Period. The initial Registration Statement shall cover all of the Shares and Warrant Shares. In the event that the amount of securities which may be included in the Registration Statement filed pursuant to this Section 2(a) is limited due to Commission Comments, any cut back of securities shall be applied pro rata in proportion to the number of shares initially sought to be included by each Holder. Such cut back shall be applied first to the Warrant Shares and then to the Shares, as necessary. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the 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 (whether or not such filing is technically required under such Rule). (b) If all of the Registrable Securities to be included in the Registration Statement filed pursuant to Section 2(a) cannot be so included due to Commission Comments, or any additional Registrable Securities become issuable, then the Company shall prepare and file by the applicable Filing Date for such Registration Statement(s), such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement. Any Registration Statements to be filed under this Section shall be for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s consent) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, by its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until during the date entire Effectiveness Period. In the event that the amount of securities which is the earlier date of when (i) all Registrable Securities have been sold or (ii) all Registrable Securities may be sold included in the Registration Statement filed pursuant to this Section 2(b) is limited due to Commission Comments, any cut back of securities shall be applied pro rata in proportion to the number of shares initially sought to be included by each Holder. Such cut back shall be applied first to the Warrant Shares and then to the Shares, as necessary. By 5:00 p.m. (New York City time) on the Business Day immediately without registration following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act and without volume restrictions the final prospectus to be used in connection with sales pursuant to Rule 144(ksuch Registration Statement (whether or not such filing is technically required under such Rule), as determined by the counsel . (c) If for any reason: (i) a Registration Statement is not filed on or prior to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of its Filing Date covering the Registrable Securities cannot required under this Agreement to be registeredincluded therein (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due deemed to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the have satisfied this clause (i)), (ii) a Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basis.is

Registration. If, at any time after the Closing Date, Veridium proposes to register any of its securities under the Securities Act, it will include in the Registration Statement, the shares of Common Stock (athe "Remainder Shares") On or prior (i) issuable to the applicable Filing DateLenders under Section 3 of this Agreement, (ii) the Company Collateral and the shares of Common Stock issuable under the Warrants previously issued to the Lenders, FCIM Corp. and Vestcom as contemplated by the Registration Rights Agreement, (iii) the shares underlying the warrants issuable under Sections 8 and 17 and (iv) any other shares of Common Stock issuable under this Agreement other than the Debenture Shares (as hereinafter defined). Veridium shall prepare and file with the Commission a Registration Statement covering register the Registrable Securities for an offering (as hereinafter defined) with the shares to be made on a continuous basis pursuant to Rule 415registered by Veridium and purchased by the Laurus Fund (the "Laurus Shares"). The Company Registration Statement shall use good faith efforts also include the shares issuable upon conversion of any unpaid principal and interest under the Debentures (the "Debenture Shares") in the event of default under the Debenture (the Remainder Shares and the Debenture Shares shall be referred to include collectively as the "Registrable Securities"). So long as Veridium is not in default under the Transaction Documents, the Required Filing Date (as defined in the Registration Rights Agreement) and the Required Effective Date (as defined in the Registration Rights Agreement) with respect to the Registrable Shares shall be 45 and 145 days after the Closing Date, respectively. Veridium covenants to keep the Registration Statement effective at all times during the period continuing until the earlier of (i) the date when the Lenders may sell all Registrable Securities under Rule 144 without volume or other restrictions or limits or (ii) the date the Lenders no longer own any of the Registrable Securities. Except as specified in this Agreement, the Registration Rights Agreements shall remain in full force and effect. The Lenders agree to waive the restriction under Section 4(h) (entitled "Restrictions on Filing Registration Statements") of the Purchase Agreements on Veridium's filing of registration statements with respect to the Laurus Shares so long as Veridium registers the Registrable Securities in the Company’s first Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), as determined by the counsel respect to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisLaurus shares.

Registration. The Company shall file a registration statement with respect to each Demand Registration and use its commercially reasonable efforts to cause the same to be declared effective as promptly as practicable following such Demand, but not later than one hundred twenty (a120) On days thereafter. Before filing a registration statement or prior any prospectus naming the selling Stockholders, or any amendments or supplements thereto, the Company will furnish to counsel for the applicable Filing Dateselling Stockholders copies of all documents proposed to be filed. Unless all of the Restricted Securities covered by the registration statement have earlier been sold or withdrawn from sale, the Company shall prepare and file with keep any such Registration Statement effective for a period of at least one hundred eighty (180) days after such registration statement is first declared effective plus a period equal to (x) any period during which the selling Stockholders are prohibited from making sales because of any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court plus (y) any Demand Suspension Period (as defined below) (the “Demand Period”), and a registration will not count as a Demand Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with unless it is declared effective by the Commission on July 25, 2007. If and remains effective until the earlier of (1) such inclusion is not permitted time as all of the Restricted Securities included in such registration have been sold or disposed of or withdrawn from sale by the selling security holders thereunderStockholders or (2) the expiration of their Demand Period; provided, however, that if the registration remains effective for a shorter period, such registration will count as a Demand Registration if the Initiating Stockholder has sold an aggregate of at least seventy percent (70%) of its Restricted Securities included in such registration. In addition, a request for registration shall not be deemed to constitute a Demand Registration if the registration has been declared effective by the Commission and afterwards: (i) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Demand Registration are not satisfied other than by reason of some act or omission by the selling Stockholders; (ii) the Company voluntarily takes any action that would result in the selling Stockholders not being able to sell such Restricted Securities covered thereby during the Demand Period; (iii) after it has become effective, such Demand Registration becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court and such order, injunction or requirement is not promptly withdrawn or lifted, and such Demand Registration has not otherwise impracticalremained effective for the Demand Period (including effective periods both before and after the order, then injunction or requirement is made or imposed); or (iv) such Demand Registration does not involve an underwritten offering and the Registrable selling Stockholders determine not to proceed following any delay imposed hereunder by the Company pursuant to the immediately following sentence; provided, however, that prior to such a delay under clauses (iii) or (iv), the Initiating Stockholder has not sold more than seventy percent (70%) of the Restricted Securities shall be included in such registration. Notwithstanding the foregoing, the Company may, at any time, delay the filing or delay or suspend the effectiveness of the Demand Registration or, without suspending such effectiveness, instruct the selling Stockholders not to sell any securities included in the Company’s next succeeding registration statement. The Demand Registration, if the Board shall have determined in good faith (as evidenced by a certificate signed by an executive officer of the Company delivered to the selling Stockholders) that proceeding with the Demand Registration Statement shall be at such time may have a material adverse effect on Form S-1 the Company or SB-2. The the Company shall cause have determined upon the advice of counsel that it would be required to disclose any actions taken by the Company in good faith and for valid business reasons, including without limitation, the acquisition or divestiture of assets, which disclosure may have a material adverse effect on the Company or on such Registration Statement to become effective and remain effective as provided hereinactions (a “Demand Suspension Period”), by providing the selling Stockholders with written notice of such Demand Suspension Period. The Company shall use its commercially reasonable commercial efforts to cause provide such Registration Statement notice at least ten (10) days prior to be declared effective under the Securities Act as promptly as possible after the filing thereofcommencement of such a Demand Suspension Period; provided, but however, that in any event the Company shall provide such notice no later than the Effectiveness Date. The Company commencement of such Demand Suspension Period; provided, further, that in no event shall use its reasonable commercial efforts the Demand Suspension Periods (A) with respect to keep such a Demand Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when that involves an Underwritten Public Offering exceed one hundred twenty (i120) all Registrable Securities have been sold or days in any three hundred sixty (360) day period (including for these purposes any delay permitted by clause (ii) all Registrable Securities may be sold immediately without registration under of the Securities Act last proviso contained in Section 6(a)(i)) and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant (B) with respect to a written opinion letter to such effectDemand Registration that does not involve an Underwritten Public Offering exceed one hundred eighty (180) days in any three hundred sixty (360) day period (including for these purposes any delay permitted by clause (ii) of the last proviso contained in Section 6(a)(i)); and provided, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contraryfurther, that in the event that a Demand Suspension Period was instituted by the Commission limits Company in order to prevent disclosure of non-public information, such Demand Suspension Period shall end upon the amount earlier to occur of Registrable Securities that may be sold (i) ten (10) days following the disclosure to the public by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion Company of the Registrable Securities cannot be registered, relevant non-public information and (ii) the last day of the relevant periods described above. The Company may exclude from further agrees to supplement or amend such registration statement the minimum number of Registrable Securities on behalf of the Lender with respect to such Demand Registration, as is necessary to comply with such limitation required by the Commission. In such event registration form utilized by the Company or by the instructions applicable to such registration form or by the Securities Act for the registration of securities or as reasonably requested (which request shall give result in the Lender prompt notice filing of a supplement or amendment subject to approval thereof by the number Company, which approval shall not be unreasonably withheld) by any selling Stockholder or any managing underwriter of the Registrable Restricted Securities so excluded. Furtherto which such Demand Registration relates, and in addition the Company agrees to (i) furnish to the foregoingselling Stockholders (and any managing underwriter) copies, in substantially the Company will not form proposed to be liable for payment used and/or filed, of any damages such supplement or penalties for any delay in registration of amendment as promptly as practicable prior to its being used and/or filed with the Registrable Securities in the event that Commission and (ii) use commercially reasonable efforts to provide such delay is due supplement or amendment to the fact that selling Stockholders (and any managing underwriter) within three business days prior to its being used and/or filed with the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisCommission.

Registration. (a) On or The Trust shall, prior to the applicable Filing Dateexpiration of the Lock-up Period, the Company shall prepare and file with the Commission a registration statement for the purpose of effecting a Registration Statement covering of the sale of Registrable Shares by the Holders thereof; shall use its best efforts to effect such Registration as soon as practicable but not later than the expiration of the Lock-up Period; and shall use its reasonable efforts (including, without limitation, filing post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws) to keep such Registration with respect to a particular Holder continuously effective until the earliest of (i) the date on which all of such Holder's Registrable Shares have been sold pursuant to such registration statement or Rule 144, or (ii) the date on which all of such Holder's Registrable Shares may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Trust shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Trust would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Trust is already subject to service in such jurisdiction. The Trust acknowledges that under current interpretations of Rule 144, no tacking of the ownership period of Units would be permitted in determining the ownership period of Registrable Shares. Notwithstanding the foregoing, the Trust shall have the right (the "Suspension Right") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for two periods of not more than 90 days each during any twelve-month period, if the Trust furnishes to the Holders a certificate signed by the President or any other executive officer or any Trustee of the Trust stating that, in the good faith judgment of the Trust, it would be detrimental to the Trust and its shareholders to file such registration statement or amendment thereto at such time (or to continue sales under a filed registration statement) and therefore the Trust has elected to defer the filing of such registration statement (or to suspend sales under a filed registration statement). Notwithstanding anything to the contrary contained herein, the Trust shall use its best efforts to effect the Registration as soon as practicable but not later than the expiration of the Lock-up Period. (b) The Trust shall promptly notify the Holders of the occurrence of the following events: (i) when any registration statement relating to the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as Shares or post-effective amendment thereto filed with the Commission on July 25, 2007. If such inclusion is not permitted has become effective; (ii) the issuance by the selling security holders thereunder, or is otherwise impractical, then Commission of any stop order suspending the effectiveness of any registration statement relating to the Registrable Securities Shares; (iii) the suspension of an effective registration statement by the Trust in accordance with the last paragraph of Section 2(a): (iv) The Trust's receipt of any notification of the suspension of the qualification of any Registrable Shares covered by a registration statement for sale in any jurisdiction; and (v) the existence of any event, fact or circumstance which results in a registration statement or prospectus relating to Registrable Shares or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading during the distribution of securities. The Trust agrees to use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any such registration statement or any state qualification as promptly as possible. (c) The Trust shall be included provide to the Holders, at no cost to the Holders, a copy of the registration statement and any amendment thereto used to effect the Registration of the Registrable Shares, each prospectus contained in such registration statement or post-effective amendment and any amendment or supplement thereto and such other documents as the Company’s next succeeding requesting Holders may reasonably request in order to facilitate the disposition of the Registrable Shares covered by such registration statement. The Registration Statement shall be on Form S-1 Trust consents to the use of each such prospectus and any supplement thereto by the Holders in connection with the offering and sale of the Registrable Shares covered by such registration statement or SB-2any amendment thereto. The Company Trust shall cause also file a sufficient number of copies of the prospectus and any post-effective amendment or supplement thereto with any securities exchange or market on which the Shares are then listed so as to enable the Holders to have the benefits of the prospectus delivery provisions of Rule 153 under the Securities Act. Prior to the effectiveness of a Registration of Registrable Shares held by the Holders, the Trust shall provide to the Unit Holders a copy of the portion of the applicable Registration that contains information furnished in writing by the Holders for inclusion in such Registration Statement Statement. (d) The Trust agrees to become use its best efforts to cause the Registrable Shares covered by a registration statement to be registered with or qualified or approved by such state securities authorities as may be necessary to enable the Holders to consummate the disposition of such shares pursuant to the plan of distribution set forth in the registration statement. (e) Subject to the Trust's Suspension Right, if any event, fact or circumstance exists requiring an amendment to a registration statement relating to the Registrable Shares or supplement to a prospectus relating to the Registrable Shares, immediately upon becoming aware thereof the Trust agrees to notify the Holders and to prepare and furnish to the Holders a post-effective and remain effective amendment to the registration statement or supplement to the prospectus or any document incorporated therein by reference or to file any other required document so that, as provided herein. thereafter delivered to the purchasers of the Registrable Shares, the prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (f) The Company shall Trust agrees to use its reasonable commercial best efforts (including the payment of any listing fees) to obtain the listing of all Registrable Shares covered by the registration statement on each securities exchange on which the Shares are then listed. (g) The Trust agrees to use its best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold or (ii) all Registrable Securities may be sold immediately without registration under comply with the Securities Act and without volume restrictions pursuant to Rule 144(k)the Exchange Act and, as determined by soon as reasonably practicable following the counsel end of any fiscal year during which a registration statement effecting a Registration of the Registrable Shares was effective, to make available to its security holders an earnings statement satisfying the Company provisions of Section 11(a) of the Securities Act. (h) The Trust agrees to cooperate with the selling Holders to facilitate the timely preparation and delivery of certificates representing Registrable Shares to be sold pursuant to a written opinion letter Registration and not bearing any Securities Act legend; and to enable certificates for such effect, addressed Registrable Shares to be issued for such numbers of shares and acceptable registered in such names as the Holders may reasonably request at least two business days prior to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount any sale of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisShares.

Registration. (a) On or prior to the applicable each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement hereunder shall be on Form S-1 or SB-2. The S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall cause be on another appropriate form in accordance herewith) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement to become effective and remain effective Statement) the “Plan of Distribution” in substantially the form attached hereto as provided herein. Annex A. The Company shall use its commercially reasonable commercial efforts to cause such a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereofbut, but in any event event, no later than the Effectiveness Date. The Company shall Date for such Registration Statement, and shall, subject Section 7(d) hereof, use its commercially reasonable commercial efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold or the date that is three years after the Closing Date and (ii) the date on which all securities under such Registration Statement have ceased to be Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of the Registration Statement at any time prior to the expiration of the Effectiveness Period for up to an aggregate of 30 consecutive Trading Days or an aggregate of 60 Trading Days (which need not be consecutive) in any given 360-day period. It is agreed and understood that the Company shall, from time to time, be obligated to file one or more additional Registration Statements to cover any Registrable Securities which are not registered for resale pursuant to a pre-existing Registration Statement. (b) Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be included and sold by selling security holders Holders in a particular any Registration Statement, including the Initial Registration Statement, pursuant to Rule 415 or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registeredany other basis, the Company may exclude from such registration statement reduce the minimum number of Registrable Securities included in such Registration Statement on behalf of the Lender Holders in whole or in part (in case of an exclusion as is necessary to comply with a portion of such limitation Registrable Securities, such portion shall be allocated pro rata among such Holders first in proportion to the respective numbers of Registrable Securities represented by Underlying Shares requested to be registered by each such Holder over the Commissiontotal amount of Registrable Securities represented by Underlying Shares, and second in proportion to the respective numbers of Registrable Securities represented by Shares requested to be registered by each such Holder over the total amount of Registrable Securities represented by Shares) (such Registrable Securities, the “Reduction Securities”). In such event the Company shall give the Lender Holders prompt notice of the number of the Registrable such Reduction Securities so excluded. Further, excluded and in addition to the foregoing, the Company will not be liable for payment any damages under this Agreement in connection with the exclusion of such Reduction Securities. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities. Such new Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Reduction Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period, subject to Section 7(d) hereof. Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of such Registration Statement at any time prior to the expiration of the Effectiveness Period for an aggregate of no more than 30 consecutive Trading Days or an aggregate of 50 Trading Days (which need not be consecutive) in any given 360-day period. (c) If: (i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Date, (ii) the Initial Registration Statement is not declared effective by the Commission (or otherwise does not become effective) on or prior to the Effectiveness Date or (iii) after the date it is declared effective by the Commission and except as provided in Sections 2(e) and (f) and Section 3(h), (A) such Registration Statement ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities included in such Registration Statement or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for any reason (other than due to a change in the “Plan of Distribution” or the inaccuracy of any damages information regarding the Holders) in each case for more than an aggregate of thirty (30) consecutive Trading Days or penalties sixty (60) Trading Days (which need not be consecutive) in any given 360-day period (other than as a result of a breach of this Agreement by such Holder), or (iv) the Company fails to satisfy the current public information requirement pursuant to Rule 144(c)(1) as a result of which the Holders who are not affiliates are unable to sell Registrable Securities without restriction under Rule 144 (or any successor thereto), (any such failure or breach in clauses (i) through (iv) above being referred to as an “Event,” and, for purposes of clauses (i), (ii) or (iv), the date on which such Event occurs, or for purposes of clause (iii), the date on which such thirty (30) or fifty (60) Trading Day period is exceeded, being referred to as an “Event Date”), then in addition to any delay in registration other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the earlier of (1) the applicable Event is cured or (2) the Registrable Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions or the current public information requirement, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty (“Liquidated Damages”), equal to one percent (1%) of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder. The parties agree that (1) notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable with respect to any period after the expiration of the Effectiveness Period (except in respect of an Event described in Section 2(c)(iv) herein), (it being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing prior to the Effectiveness Deadline) and in no event shall, the aggregate amount of Liquidated Damages (excluding Liquidated Damages payable in respect of an Event described in Section 2(c)(iv) herein) payable to a Holder exceed, in the aggregate, five percent (5%) of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement) and (2) in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess of one percent (1%) of the aggregate purchase price paid by the Holders pursuant to the Purchase Agreement. The Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted to be included in such Registration Statement. The Effectiveness Deadline for a Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that such delay is due the Company’s failure to obtain the fact that the SEC has limited the amount effectiveness of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant on a timely basis results from the failure of a Purchaser to Rule 415 promulgated under timely provide the 1933 Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act or any other basis(in which the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Purchaser).

Registration. The Company agrees that it will use its commercially reasonable efforts to file with the Securities and Exchange Commission (athe “Commission”) On or prior to (at the applicable Company’s sole cost and expense), within thirty (30) calendar days after the Business Combination Closing (the “Filing Date”), a registration statement (the “Forward Registration Statement”) registering the resale of the Forward Purchase Securities (the “Registrable Securities”), and the Company shall prepare and file with use its commercially reasonable efforts to have the Commission a Forward Registration Statement covering declared effective as soon as practicable after the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts filing thereof (the “Effectiveness Deadline”); provided, however, that the Company’s obligations to include the Registrable Securities in the Company’s Forward Registration Statement on Form S-1 as filed with are contingent upon the Commission on July 25Subscriber furnishing in writing to the Company such information regarding the Subscriber, 2007. If such inclusion is not permitted the Forward Purchase Securities of the Company held by the selling security holders thereunder, or is otherwise impractical, then Subscriber and the intended method of disposition of the Registrable Securities as shall be included reasonably requested by the Company to effect the registration of the Registrable Securities, and shall execute such documents in connection with such registration as the Company’s next succeeding registration statement. The Company may reasonably request that are customary of a selling shareholder in similar situations; provided further, that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the Filing Date if the Forward Registration Statement is reviewed by, and comments thereto are provided from, the Commission (provided, that if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on Form S-1 which the Commission is open for business). Notwithstanding the foregoing, if the Company is notified (orally or SB-2. The Company shall cause such in writing, whichever is earlier) by the Commission that the Forward Registration Statement will not be “reviewed” or subject to become effective and remain effective as provided herein. The further review, the Company shall use its commercially reasonable commercial efforts to cause have the Forward Registration Statement declared effective within ten (10) Business Days of receipt of such notice. Notwithstanding anything to the contrary contained herein, (i) no registration shall be effected or permitted and no Forward Registration Statement shall become effective, with respect to any Registrable Securities held by the Subscriber or any person or entity to whom the Subscriber is permitted to Transfer (as defined below) such Registrable Securities prior to the expiration of the Forward Purchase Lock-up Period (as defined below) (a “Permitted Transferee”), until after the expiration of the Forward Purchase Lock-up Period. The Company may delay or postpone filing of such Forward Registration Statement, and from time to time require the Subscriber not to sell under the Forward Registration Statement or suspend the use or effectiveness thereof if it determines that in order for the Forward Registration Statement to not contain a material misstatement or omission, an amendment thereto would be declared effective under needed, or if such filing or use could materially affect a bona fide business or financing transaction of the Securities Act as promptly as possible after Company or would require premature disclosure of information that could materially adversely affect the Company; provided, that, (w) the Company shall not so delay filing thereofor so suspend the use of the Forward Registration Statement for a period of more than ninety (90) consecutive days or more than a total of one hundred twenty (120) calendar days, but in each case in any event no later than three hundred sixty (360) day period and (x) the Effectiveness Date. The Company shall use its commercially reasonable commercial efforts to keep such make the Forward Registration Statement continuously effective under available for the sale of the Forward Purchase Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender undersigned as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basissoon as practicable thereafter.

Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement required to be filed under this Agreement shall be filed on Form S-3 (or on such other form appropriate for such purpose) and contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s written consent) the "Plan of Distribution" attached hereto as Annex A. The Company shall use its reasonable best efforts to cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of each Registration Statement, the Company shall file with the 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 (whether or not such filing is technically required under such Rule). If for any reason other than due solely to SEC Restrictions, a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of all such unregistered Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The . (b) Notwithstanding anything to the contrary contained in this Section 2, if the Company shall use good faith receives Commission Comments, and following discussions with and responses to the Commission in which the Company uses its reasonable best efforts and time to include the cause as many Registrable Securities in the Company’s Registration Statement on Form S-1 for as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall many Holders as possible to be included in the Company’s next succeeding registration statement. The Registration Statement shall be filed pursuant to Section 2(a) without characterizing any Holder as an underwriter (and in such regard uses its reasonable best efforts to cause the Commission to permit the affected Holders or their respective counsel to participate in Commission conversations on Form S-1 such issue together with Company Counsel, and timely conveys relevant information concerning such issue with the affected Holders or SB-2. The their respective counsel), the Company shall is unable to cause the inclusion of all Registrable Securities, then the Company may, following not less than three (3) Trading Days prior written notice to the Holders (i) remove from the Registration Statement such Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the Commission may require in order for the Commission to allow such Registration Statement to become effective effective; provided, that in no event may the Company name any Holder as an underwriter without such Holder’s prior written consent (collectively, the “SEC Restrictions”). Unless the SEC Restrictions otherwise require, any cut-back imposed pursuant to this Section 2(b) shall be allocated first to the Placement Agent Warrant Shares, second among the Warrant Shares of the Holders on a pro rata basis and remain effective then among the Shares and the Conversion Shares of the Holders on a pro rata basis. No liquidated damages under Section 2(c) shall accrue on or as provided herein. The Company shall use its reasonable commercial efforts to cause any Cut Back Shares, and the required Effectiveness Date for such Registration Statement will be tolled, until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all provisions of this Section 2 (including, without limitation, the liquidated damages provisions, subject to tolling as provided above) shall again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Securities”) so that the Company will be required to file with and cause to be declared effective under by the Commission such additional Registration Statements in the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities Act as promptly as possible after (if such Registrable Securities cannot at such time be resold by the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts Holders thereof without volume limitations pursuant to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when Rule 144). (c) If: (i) all a Registration Statement is not filed on or prior to its Filing Date covering the Registrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have been sold satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the Business Day immediately following the Effective Date, the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) in accordance with the terms hereof (whether or not such a prospectus is technically required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 45 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an "Event," and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 45 Trading Day-period is exceeded, being referred to as "Event Date"), then in addition to any other rights the Holders may be sold immediately without registration have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the Securities Act applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and without volume restrictions not as a penalty, equal to (A) with respect to any Holder other than a Holder of the Conversion Shares, 1.0% of the aggregate Investment Amount paid by such Holder for Shares pursuant to Rule 144(k)the Purchase Agreement and (B) with respect to any Holder of the Conversion Shares, as determined by 1.0% of the counsel to aggregate amount of the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders Conversion Shares (the “Effectiveness PeriodConversion Amount”). Notwithstanding anything contained herein to ) held by such Holder, which amount shall be computed by multiplying the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the aggregate number of the Registrable Securities so excludedConversion Shares held by such Holder by the Conversion Rate (as defined in the Indenture). Further, and in addition to the foregoing, The parties agree that (1) the Company will not be liable for payment liquidated damages under this Agreement with respect to any (i) warrants issued to any placement agent as compensation in connection with the financing that is the subject of the Purchase Agreement or (ii) Placement Agent Warrant Shares and (2) in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the sum of the aggregate Investment Amount and the aggregate Conversion Amount of the Holders in any 30 calendar day period and the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be twelve percent (12%) of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement or penalties (ii) the aggregate Conversion Amount paid or payable by such Holder, as applicable. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any delay portion of a month prior to the cure of an Event and in registration such case shall be due and payable no later than the third Trading Day after the date the Event is cured, (except in the case of the first Event Date), and shall cease to accrue (unless earlier cured) upon the expiration of the Effectiveness Period. If the Company fails to pay any liquidated damages pursuant to this section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until the amounts, plus interest thereon, are paid in full. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). Notwithstanding anything to the contrary contained herein, the Company shall not be required to include the Registrable Securities of a Holder in the event that such delay is due a Registration Statement and shall not be required to pay any liquidated or other damages under Section 2(c) to (i) any Holder who fails to furnish to the fact that Company a fully completed Selling Holder Questionnaire at least three Trading Days prior to the SEC has limited Filing Date (subject to the amount of Registrable Securities that may requirements set forth in Section 3(a)) and (ii) any Holder who is a broker dealer who refuses to be included and sold by selling security holders named as an underwriter in the Registration Statement pursuant following a request by the Commission requiring such Holder to Rule 415 promulgated under be named as an underwriter in the 1933 Act or any other basisRegistration Statement.

Registration. The General Partner shall (ai) On prepare, file and use reasonable efforts to cause to become effective on or prior before the ninetieth day following the first anniversary of the date hereof a shelf registration statement, which may be on Form S-3, under the Securities Act relating to the applicable Filing Date, Shares to be issued upon exercise of the Company shall Redemption Rights (assuming full satisfaction of such Redemption Rights by delivery of Shares to the extent permitted hereunder) and (ii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the 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. The General Partner shall pay all Registration Expenses incurred prior to the sixth anniversary of the date hereof with respect to filing and keeping effective the registration statement through such date, and the Holders of Units (other than Immediately Redeemable Units) shall reimburse the General Partner for Registration Expenses (or a pro rata portion of the Registration Statement covering Expenses based on the Registrable Securities for an offering number of Shares issuable to be made on a continuous basis such Holders upon full exercise of the Redemption Rights by such Holders relative to the total number of Shares issuable pursuant to Rule 415. The Company such registration statement) which are incurred after the sixth anniversary of the date hereof in respect of maintaining effective (but not the initial filing and causing to become effective of) such registration statement; provided, however, that no Holder shall use good faith efforts be required to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as reimburse any costs (i) of preparing any documents filed with the Commission on July 25, 2007. If such inclusion is not permitted SEC that are incorporated by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included reference in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold or (ii) all Registrable Securities may be sold immediately without registration under that become necessary because the Securities Act and without volume restrictions pursuant General Partner is unable to Rule 144(k), as determined use Form S-3 (or any equivalent short form that relies on incorporation by reference) for the reason that the General Partner has failed to comply on a timely basis with any requirement of the Acts or Form S-3. The reimbursement of such expenses by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”)shall be paid upon demand. Notwithstanding anything contained herein to the contrarycontrary contained herein, the General Partner shall have no obligation to keep any registration statement filed pursuant to this Section 4.1 effective after the Expiration Date or if the status of the General Partner (or its successor) as an Exchange Act Reporting Company is terminated or all of the Holders of Units (other than the Immediately Redeemable Units) notify the General Partner in the event writing that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from General Partner no longer need keep such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basiseffective.

Registration. (ai) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith its commercially reasonable efforts to prepare and file or cause to be prepared and filed, as soon as practicable but in any event no later than the earlier of: (a) fifteen (15) Business Days following the filing of the Company’s Annual Report on Form 10-K for the period ended June 26, 2021, with the Commission or (b) October 18, 2021, (the “filing deadline”) a registration statement on Form S-1 (the “Registration Statement”) registering the resale from time to time by Share Holders of the Registrable Securities; provided however, that (A) the Company’s obligation to include the a Share Holder’s Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with is contingent upon such Share Holder furnishing in writing to the Commission on July 25Company such information regarding the Share Holder, 2007. If the securities of the Company held by such inclusion is not permitted by Share Holder and the selling security holders thereunder, or is otherwise impractical, then intended method of distribution of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and the Share Holders shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations and (B) the amount of Registrable Securities to be included in for resale on the Company’s next succeeding registration statement. The initial Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided hereinnot exceed 2,000,000,000. The Company shall use its commercially reasonable commercial efforts to cause the initial Registration Statement to become effective in the United States no later than sixty (60) Business Days following the filing deadline and to keep the Registration Statement continuously effective under the U.S. Securities Act until the expiration of the Effectiveness Period. (ii) If the Registration Statement covering resales of the Registrable Securities ceases to be effective for any reason at any time during the Effectiveness Period (other than because all securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and amend the Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Registration Statement with the Commission so that all Registrable Securities outstanding as of the date of such filing are covered by a Registration Statement. If a new Registration Statement is filed, the Company shall use its commercially reasonable efforts to cause the new Registration Statement to become effective as promptly as is practicable after such filing and to keep the new Registration Statement continuously effective until the end of the Effectiveness Period. (iii) The Company shall amend and supplement the Prospectus and amend the Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement or file a new Registration Statement, if required by the U.S. Securities Act, or any other documents necessary to name a Notice Holder as a selling securityholder pursuant to Section 7.18(a)(v). (iv) [Reserved]. (v) Each Share Holder may sell Registrable Securities pursuant to a Registration Statement and related Prospectus only in accordance with this Section 7.18(a)(v) and Section 7.18(b)(vii). Each Share Holder wishing to sell Registrable Securities pursuant to the Resale Documents shall deliver a completed Notice and Questionnaire to the Company prior to any intended distribution of Registrable Securities under the Resale Documents. From and after the date the initial Registration Statement is declared effective, the Company shall, as promptly as practicable after the date completed Notice and Questionnaires from one or more Notice Holders holding at least 150,000,000 Registrable Securities are delivered, and in any event no later than the later of (x) twenty (20) calendar days after such date or (y) twenty (20) calendar days after the expiration of any Deferral Period in effect when the Notice and Questionnaire are delivered or put into effect within five (5) Business Days of such delivery date (but in any event, not more than twice in any fiscal year): (A) if required by applicable law, use commercially reasonable efforts to file with the Commission a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file a new Registration Statement or any other required document so that the Share Holder delivering such Notice and Questionnaire is named as a selling securityholder in a Registration Statement and the related Prospectus in such a manner as to permit such Share Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to a Registration Statement or shall file a new Registration Statement, the Company shall use its commercially reasonable efforts to cause such post-effective amendment or new Registration Statement to be declared effective under the U.S. Securities Act as promptly as possible is practicable; (B) provide such Share Holder, upon request and without charge, copies of any documents filed pursuant to Section 7.18(a)(v)(A); and (C) notify Special Counsel as promptly as practicable after the filing thereofeffectiveness under the U.S. Securities Act of any new Registration Statement or post-effective amendment filed pursuant to Section 7.18(a)(v)(A); provided that if such Notice and Questionnaire are delivered during a Deferral Period, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep so inform the Share Holder delivering such Registration Statement continuously effective under Notice and Questionnaire and shall take the Securities Act until the date which is the earlier date of when actions set forth in clauses (i) all Registrable Securities have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(kA), as determined by (B) and (C) above upon expiration of the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”Deferral Period in accordance with Section 7.18(b)(vii). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Share Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) if the Commission prevents the Company from including any or all of the Shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 under the Securities Act for the resale of the Shares held by a Notice Holder or any other Notice Holder or otherwise, the number of Shares to be registered for each Notice Holder in the event Registration Statement shall be reduced pro rata among all such selling securityholders such that the Commission limits Registration Statement shall register for resale such number of Shares which is equal to the amount maximum number of Shares as is permitted by the Commission, provided, however, that, prior to reducing the number of shares of Registrable Securities that may to be sold registered for resale by selling security holders any Notice Holder in a particular such Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excludedfirst remove any securities included in such Registration Statement for any Person other than a Notice Holder. Further, and in addition to Notwithstanding the foregoing, the Company will not be liable for payment shall continue to its use commercially reasonable efforts to register the resale of any damages or penalties for any delay in registration of the all remaining Registrable Securities in held by the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisNotice Holders.

Registration. (a) On or prior to No later than the applicable Filing Date, the Company shall prepare and file with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided, that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted has been declared effective by the selling security holders thereunderCommission. Subject to the terms of this Agreement, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial best efforts to cause such a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date. The Company , and shall use its reasonable commercial best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when all Registrable Securities covered by such Registration Statement (i) all Registrable Securities have been sold sold, thereunder or pursuant to Rule 144, or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume or manner-of-sale restrictions pursuant to Rule 144(k)144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent Transfer Agent and the affected Holders Holder (the “Effectiveness Period”). Notwithstanding anything contained herein to The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the contrary, in Holder via facsimile or by e-mail of the event effectiveness of a Registration Statement on the same Trading Day that the Commission limits Company telephonically confirms effectiveness with the amount Commission, which shall be the date requested for effectiveness of Registrable Securities that may be sold such Registration Statement. The Company shall, by selling security holders in a particular 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, or file a final Prospectus with the Commission takes as required by Rule 424. Failure to so notify the position Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that the all or a portion of the Registrable Securities cannot not, as a result of the application of Rule 415, be registeredregistered for resale as a secondary offering on a single registration statement, the Company may exclude from such registration statement agrees to promptly inform each of the minimum Holders thereof and use its best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities on behalf of the Lender as is necessary permitted to comply with such limitation be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: i. first, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; and ii. second, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In such the event of a cutback hereunder, the Company shall give the Lender prompt Holder at least five (5) Trading Days prior written notice of along with the number of calculations as to such Holder’s allotment. In the Registrable Securities so excluded. Further, and event the Company amends the Initial Registration Statement in addition to accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) Provided, that no event of default exists under the Purchase Agreement or any of the other Transaction Documents, if: (i) the Initial Registration Statement is not filed on or prior to the Filing Date (if the Company files the Initial Registration Statement without providing the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)) or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be liable “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for payment of any damages such Registration Statement to be declared effective, or penalties (iv) a Registration Statement registering for any delay in registration resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the event that Holders are otherwise not permitted to utilize the Prospectus therein to resell such delay Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) thirty (30) calendar days after the date on which such Event occurs, and for purpose of clause (ii), the date on which such five (5) Trading Day period is due exceeded, and for purpose of clause (iii) the date which such fifteen (15) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date thereafter (if the applicable Event shall not have been cured by such date) or any pro rata portion thereof, until the applicable Event is cured or sixty (60) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the fact product of two percent (2.0%) multiplied by the Subscription Amount paid by such Holder for the Notes and Shares of Preferred Stock pursuant to the Purchase Agreement; provided, that the SEC has limited maximum amount payable thereunder shall not exceed 4% of such Subscription Amount paid by such Holder. If the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement Company fails to pay any partial liquidated damages pursuant to Rule 415 promulgated under this Section in full within seven (7) days after the 1933 Act date payable, the Company will pay interest thereon at a rate of eighteen percent (18%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. (e) Notwithstanding anything to the contrary contained herein but subject to comments by the Commission, in no event shall the Company be permitted to name any other basisHolder or affiliate of a Holder as an underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to the applicable each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities for not already covered by an offering existing and effective Registration Statement to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall cause be on another appropriate form for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement to become effective and remain effective Statement) the “Plan of Distribution” in substantially the form attached hereto as provided herein. Annex A. The Company shall use its reasonable commercial best efforts to cause such each Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event event, no later than the Effectiveness Date. The Company shall Date for such Registration Statement, and shall, subject Section 7(d) hereof, use its reasonable commercial best efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold or the date that is three years after the Closing Date and (ii) the date on which all securities under such Registration Statement have ceased to be Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of the Registration Statement at any time prior to the expiration of the Effectiveness Period for up to an aggregate of 30 consecutive Trading Days or an aggregate of 50 Trading Days (which need not be consecutive) in any given 360-day period. It is agreed and understood that the Company shall, from time to time, be obligated to file one or more additional Registration Statements to cover any Registrable Securities which are not registered for resale pursuant to a pre-existing Registration Statement. (b) Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be included and sold by selling security holders Holders in a particular any Registration Statement, including the Initial Registration Statement, pursuant to Rule 415 or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registeredany other basis, the Company may exclude from such registration statement reduce the minimum number of Registrable Securities included in such Registration Statement on behalf of the Lender Holders in whole or in part (in case of an exclusion as is necessary to comply with a portion of such limitation Registrable Securities, such portion shall be allocated pro rata among such Holders in proportion to the respective numbers of Registrable Securities represented by Underlying Shares requested to be registered by each such Holder over the Commissiontotal amount of Registrable Securities represented by Underlying Shares) (such Registrable Securities, the “Reduction Securities”). In such event the Company shall give the Lender Holders prompt notice of the number of the Registrable such Reduction Securities so excluded. Further, excluded and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties under this Agreement in connection with the exclusion of such Reduction Securities. The Company shall use its reasonable best efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities. Such new Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Reduction Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any delay in registration event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period, subject to Section 7(d) hereof. Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of such Registration Statement at any time prior to the expiration of the Registrable Securities Effectiveness Period for an aggregate of no more than 30 consecutive Trading Days or an aggregate of 50 Trading Days (which need not be consecutive) in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisgiven 360-day period.

Registration. (a) On or prior to the applicable each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement hereunder shall be on Form S-1 or SB-2. The S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall cause be on another appropriate form in accordance herewith) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement to become effective and remain effective Statement) the “Plan of Distribution” in substantially the form attached hereto as provided herein. Annex A. The Company shall use its commercially reasonable commercial efforts to cause such a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall Date for such Registration Statement, and shall, subject Section 7(b) hereof, use its commercially reasonable commercial efforts to keep such the Registration Statement continuously effective under the Securities Act until the date on which is the earlier date of when (i) all securities under such Registration Statement have ceased to be Registrable Securities have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). It is agreed and understood that the Company shall, from time to time, be obligated to file one or more additional Registration Statements to cover any Registrable Securities which are not registered for resale pursuant to a pre-existing Registration Statement. (b) Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be included and sold by selling security holders the Holder in a particular any Registration Statement, including the Initial Registration Statement, pursuant to Rule 415 or any other basis (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission takes where practicable for the position that the registration of all or a portion greater number of the Registrable Securities cannot be registeredSecurities), the Company may exclude from such registration statement reduce the minimum number of Registrable Securities included in such Registration Statement on behalf of such Holder in whole or in part (in case of an exclusion as to a portion of such Registrable Securities, such portion shall be allocated pro rata among multiple Holders in proportion to the Lender as is necessary respective numbers of Registrable Securities represented by Shares requested to comply with be registered by each such limitation Holder over the total amount of Registrable Securities represented by Shares) (such Registrable Securities, the Commission“Reduction Securities”). Any reduction of Registrable Securities pursuant to this Section 2(b) shall occur only after all securities that are not Registrable Securities, if any, are first removed from such Registration Statement where permitted under contractual arrangements between the Company and the holders of such other securities (provided that the Company first uses commercially reasonable efforts (which efforts shall not require the Company to pay money or issue additional securities to the holders) to obtain waivers under such contractual arrangements of stockholders’ rights to have such securities included in such Registration Statement). In such event event, the Company shall give the Lender Holder prompt notice of the number of the Registrable such Reduction Securities so excluded. Further, excluded and in addition to the foregoing, the Company will not be liable for payment of any damages under this Agreement in connection with the exclusion of such Reduction Securities. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities. Such new Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Reduction Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period, subject to Section 7(b) hereof. (c) No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent, except if required pursuant to written comments received from the Commission upon a review of such Registration Statement; provided, however, that prior to naming a Holder as an underwriter in any Registration Statement, (i) the Company shall use its commercially reasonable efforts to advocate with the Commission against naming such Holder as an underwriter in accordance with Commission rules and regulations and SEC Guidance and (ii) if, despite the Company’s commercially reasonable efforts to advocate with the Commission against naming such Holder as an underwriter, the Commission continues to require that such Holder be named as an underwriter in any Registration Statement, such Holder shall have the right (but not the obligation), prior to being so named, without any penalty to the Company, to either (A) remove itself from such Registration Statement or penalties (B) reduce its number of Registrable Securities included in such Registration Statement such that it shall no longer be required to be named as an underwriter in such Registration Statement. (d) Unless contractually obligated to do so (provided that the Company first uses commercially reasonable efforts (which efforts shall not require the Company to pay money or issue additional securities to the holders) to obtain waivers under such contractual arrangements of stockholders’ rights to have such securities included in such Registration Statement), in no event shall the Company include any securities other than the Registrable Securities on any Registration Statement without the prior written consent of Holders of a majority of the Registrable Securities. (e) The disposition of Registrable Securities from any Registration Statement may occur in one or more underwritten offerings, block transactions, broker transactions, at-market transactions or in such other manner or manners as may be specified by the Holders in accordance with applicable law. (f) In the event that Form S-3 is not available for any delay in the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities in on another appropriate form and (ii) undertake to register the event that Registrable Securities on Form S-3 promptly after such delay form is due to the fact available, provided that the SEC has limited Company shall maintain the amount effectiveness of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under then in effect until such time as a Registration Statement on Form S-3 covering the 1933 Act or any other basisRegistrable Securities has been declared effective by the Commission.

Registration. (a) On or prior to the applicable each Filing DateDeadline, the Company shall prepare and file with the Commission SEC a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts Subject to include the Registrable Securities in terms of this Agreement, the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial best efforts to cause such a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness applicable Effective Date. The Company , and shall use its reasonable commercial best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when that all Registrable Securities covered by such Registration Statement (i) all Registrable Securities have been sold sold, thereunder or pursuant to Rule 144, or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume or manner-of-sale restrictions pursuant to Rule 144(k)144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders Purchasers. The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the “Effectiveness Period”). Notwithstanding anything contained herein to Purchasers via e-mail of the contrary, in effectiveness of a Registration Statement on the event same Trading Day that the Commission limits Company telephonically confirms effectiveness with the amount SEC, which shall be the date requested for effectiveness of Registrable Securities that may be sold such Registration Statement. The Company shall, by selling security holders in a particular 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final prospectus with the SEC as required by Rule 424. Failure to so notify the Purchaser within one (1) Trading Day of such notification of effectiveness or failure to file a final prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the Commission takes registration obligations set forth in Section 2(a), if the position SEC informs the Company that the all or a portion of the Registrable Securities cannot not, as a result of the application of Rule 415, be registeredregistered for resale as a secondary offering on a single registration statement, the Company may exclude from such registration statement agrees to promptly inform each of the minimum Purchasers thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on behalf Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; with respect to filing on Form S-1 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the SEC for the registration of all of the Lender Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as is necessary a secondary offering (and notwithstanding that the Company used diligent efforts to comply advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Purchaser as to its Registrable Securities, the number of Registrable Securities to be registered on such limitation Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and b. Second, the Company shall reduce Registrable Securities represented by Shares and Pre-Funded Warrant Shares (applied, in the Commissioncase that some Shares and Pre-Funded Warrant Shares may be registered, to the Purchasers on a pro rata basis based on the total number of unregistered Shares and Pre-Funded Warrant Shares held by such Purchasers). In such the event of a cutback hereunder, the Company shall give the Lender prompt Purchaser at least five (5) Trading Days prior written notice of along with the number of calculations as to such Purchaser’s allotment. In the Registrable Securities so excluded. Further, and event the Company amends the Initial Registration Statement in addition to accordance with the foregoing, the Company will use its best efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Purchasers the opportunity to review and comment on the same as required by Section 3(a) herein or the Company subsequently withdraws the filing of the Registration Statement, the Company shall be deemed to have not satisfied this clause (i) as of the Filing Date), or (ii) the Company fails to file with the SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be liable “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the SEC that such amendment is required in order for payment of any damages such Registration Statement to be declared effective, or penalties (iv) a Registration Statement registering for any delay in registration resale all of the Registrable Securities is not declared effective by the SEC by the Effective Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the event that date on which such delay Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is due exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Purchasers may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to the fact product of 12.0% multiplied by the aggregate amount paid by such Purchaser pursuant to the Purchase Agreement. The parties agree that the SEC has limited maximum aggregate liquidated damages payable to a Purchaser under this Agreement shall be 20.0% of the aggregate amount of Registrable Securities that may be included and sold paid by selling security holders in the Registration Statement such Purchaser pursuant to Rule 415 promulgated under the 1933 Act Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchaser, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any other basisportion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Purchaser or affiliate of a Purchaser as any underwriter without the prior written consent of such Purchaser.

Registration. (a) On or prior to Assuming the applicable Filing Dateaccuracy of each of the representations and warranties of the Holder herein, the issuance by the Company shall prepare and file with of the Commission a Registration Statement covering New Securities is exempt from registration under the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415Act. The Company shall use good faith efforts to include has prepared and filed a registration statement (Registration No. 333-221351) (the Registrable Securities “Registration Statement”) in the Company’s Registration Statement on Form S-1 as filed conformity with the Commission requirements of the Securities Act, which became effective on July 25December 1, 2007. If such inclusion is not permitted 2017 (the “Warrant Effective Date”), including a prospectus, dated December 5, 2017 (the “Prospectus”) for, among other things, the resale by the selling security holders thereunderHolder of the Cash Warrant Shares, or is otherwise impractical, then and such amendments and supplements thereto as may have been required to the Registrable Securities shall be included in the Company’s next succeeding registration statementdate of this Agreement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement to be declared is effective under the Securities Act as promptly as possible after and no stop order preventing or suspending the filing thereof, but in any event no later than effectiveness of the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. At the time the Registration Statement and any amendments thereto became effective under the Securities Act until and at the date which is of this Agreement, the earlier date Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of when (i) all Registrable Securities have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant did not and will not contain any untrue statement of a material fact or omit to Rule 144(k)state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and as determined by of the counsel date hereof, conformed and will conform in all material respects to the Company pursuant requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a written opinion letter material fact necessary in order to such effect, addressed and acceptable to make the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrarystatements therein, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion light of the Registrable Securities cancircumstances under which they were made, not be registered, misleading. The Company was at the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf time of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice filing of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant eligible to Rule 415 promulgated under the 1933 Act or any other basisuse Form S-3.

Registration. (a) On or prior Purchaser shall have the right to request that the applicable Filing DateCompany, and upon such request the Company shall shall, prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include , (i) no earlier than one hundred and twenty (120) days following the Registrable Securities in payment by Purchaser of the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunderentire Purchase Price, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement(ii) no earlier than two hundred and seventy (270) days following a Payment Failure Termination Event. The Registration Statement shall be on Form S-1 or SB-2. The S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall cause such Registration Statement to become effective and remain effective as provided herein. be on another appropriate form in accordance herewith). (b) The Company shall use its commercially reasonable commercial efforts to cause such the Registration Statement to be declared effective under by the Securities Act Commission as promptly as possible reasonably practicable after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts and to keep such the Registration Statement continuously effective under the Securities Act until the date which is second anniversary of the Effective Date or such earlier date of when (i) all Registrable Securities covered by such Registration Statement have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders thereto (the “Effectiveness Period”). . (c) The Company shall notify Purchaser in writing promptly after receiving notification from the Commission that the Registration Statement has been declared effective. (d) Notwithstanding anything contained herein any provision in this Agreement to the contrary, following the 30th Trading Day following the Effective Date, the Company’s obligations hereunder to file, achieve effectiveness of, or maintain effectiveness of a registration statement continuously in effect under the Securities Act shall be suspended and all penalties and other effects thereof hereunder shall not be applicable during any period (each such period, a “Suspension Period”) if, in the event good faith judgment of the Company’s Board of Directors, it is advisable to suspend the use of the Prospectus included therein for a discrete period of time due to pending material corporate developments or similar material events that have not yet been publicly disclosed and as to which the Company believes that public disclosure would be prejudicial to the Company or its stockholders; provided, that the Commission limits Registration Statement shall be suspended for a total of no more than two times or for a period of more than, in the amount aggregate, thirty (30) days in any twelve (12) month period. Immediately after the end of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registeredany Suspension Period under this Section 6.1(d), the Company may exclude from such registration statement shall take commercially reasonable actions necessary to restore the minimum number effectiveness of the applicable Registration Statement and the ability of Purchaser to publicly resell its Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basissuch effective Registration Statement.

Registration. Except as provided in this Section 4(b)(i) or in Section 6a(ii), Licensor shall have the sole right to file, prosecute until registration, register, maintain and renew all registrations, applications and reservations of all Source Indicators containing the Marks, which such actions shall be taken at Licensee’s request and expense. Licensor has the sole right to file for any new registrations, applications or reservations of all Source Indicators containing the Marks, but shall not unreasonably refuse, condition or delay to file if requested by Licensee to do so. If Licensor refuses any request by Licensee on such grounds, it shall promptly specify the reasons in sufficient detail to allow Licensee to attempt to cure. Once Licensor has filed for a new registration, application or reservation for the Marks, it shall cause Licensee to be kept apprised of all future required submissions and responses to prosecute, maintain and renew same. Subject to Licensor promptly keeping Licensee apprised of any response and submission deadlines, Licensee shall provide Licensor with reasonable advance notice of any responses or submissions it wishes for Licensor to take in this regard, and Licensor shall not unreasonably refuse, condition or delay to take all such actions within a reasonable time after any such notice or allow Licensee to do so in its stead. If (a) On Licensee has provided reasonable advance notice in writing, assuming Licensor promptly keeps Licensee apprised of any such response and submission deadline, (b) Licensor unreasonably fails to make any required submission or prior response to a government agency or registry with respect to the applicable Filing Dateprosecution, the Company shall prepare maintenance or renewal of a previously filed application for a ▇▇▇▇, and (c) a government agency or registry deadline is imminent, Licensor hereby provides Licensee with a power of attorney (and Licensor will execute any necessary power of attorney in favor of Licensee) solely to complete and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities submission or response referenced in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(kSection 4(b)(i)(b), as determined by the counsel and such power of attorney shall not apply to the Company pursuant to a written opinion letter to any subsequent submissions or responses for such effect▇▇▇▇, addressed and acceptable to the Company’s transfer agent and the affected Holders unless clauses (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisa)-(c) apply thereto.

Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basis. (c) Within 3 business days of the Effectiveness Date, the Company shall cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Lender and confirmation by the Lender that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn. Copies of the blanket opinion required by this Section 2(c) shall be delivered to the Lender within the time frame set forth above.

Registration. (a) a. On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not yet registered that are held by Holders that have complied with the provisions of Section 3(k) prior to such date for an offering to be made on a continuous basis pursuant to Rule 415. The Such Registration Statement required hereunder shall be on Form SB-2 or Form S-3 (except if the Company shall use good faith efforts is not then eligible to include register for resale the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25SB-2 or Form S-3, 2007. If in which case such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2another appropriate form herewith). The Company shall cause such Registration Statement Subject to become effective and remain effective as provided herein. The the terms of this Agreement, the Company shall use its reasonable commercial best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no not later than the applicable Effectiveness Date. The Company , and shall use its reasonable commercial best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement have been sold or (ii) all Registrable Securities may be sold immediately without registration under during any three month period within the Securities Act and without volume restrictions pursuant to Rule 144(k), as 144as determined by the counsel to the Company, to the extent that a Holder still holds Registrable Securities (the "EFFECTIVENESS PERIOD"). Each Holder acknowledges and agrees that the Company shall be permitted to exclude such Holder's Registrable Securities from a Registration Statement if such Holder fails to timely comply with the Company's request for information pursuant to a written opinion letter to Section 3(k); provided if such effect, addressed and acceptable Holder provides such information prior to the filing of such Registration Statement the Company shall use commercially reasonable efforts to include such Registrable Securities on such Registration Statement; provided further that this provision does not otherwise waive the Company’s transfer agent 's obligation to register such Registrable Securities pursuant to the terms hereunder upon such Holder providing the Company with the required information. b. If: (i) a Registration Statement is not filed on or prior to the applicable Filing Date (For the avoidance of doubt, if the Company files a Registration Statement without affording the Holder or Holders referenced in such Registration Statement the opportunity to review and comment on the affected same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within no more than five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iii) prior to the date when a Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within thirty (30) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the applicable Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Shares or Warrant Shares for which it is required to be effective, or the Holders are not permitted by the Company to utilize a Prospectus therein to resell such Shares or Warrant Shares, for in any such case fifteen (15) consecutive Trading Days but no more than an aggregate of twenty-five (25) Trading Days during any twelve (12) month period (which need not be consecutive Trading Days) provided that any days during which a Registration Statement ceases to be effective due to the “Effectiveness Period”filing of a post-effective amendment, supplement or incorporated document thereto by the Company at the request of the Holders in order to amend or supplement the plan of distribution contained in the Prospectus shall not be counted towards such fifteen (15) or twenty-five (25) Trading Day periods provided the Company uses commercially reasonable efforts to cause such post-effective amendment to be declared effective (any such failure or breach being referred to as an "EVENT," and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five (5) Trading Day period is exceeded, or for purposes of clause (iii) the date which such thirty (30) calendar days is exceeded, or for purposes of clause (v) the date on which such fifteen (15) or twenty-five (25) Trading Day period, as applicable, is exceeded being referred to as "EVENT DATE"), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Shares then held by such Holder, it being understood that (i) the payment by the Company shall be made following the materialization of the Event Date, e.g., if liquidated damages are to be paid pursuant to clause (iv) above, then the liquidated damages shall be computed and paid immediately following the declaration by the Commission of effectiveness, and (ii) the maximum aggregate payment for liquidated damages hereunder shall not exceed fifteen percent (15.0%) of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Shares or Warrant Shares then held by such Holder. If the Company fails to pay any liquidated damages pursuant to this Section 2(b) in full within seven (7) business days after the date payable, the Company will pay interest thereon at a rate of 6% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event. Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement agrees and acknowledges that any extensions to the minimum number Filing Date or Effectiveness Date on account of Registrable Securities on behalf of the Lender as is necessary a Holder failing to timely comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, Section 3(k) relate solely to that Holder and in addition no way effect the Filing Date and Effectiveness Date under this Agreement as they relate to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisHolder.

Registration. (a) On or prior to the its applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities Securities, not already covered by an existing and effective Registration Statement, for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement required to be filed under this Agreement shall be filed on Form S-1 as filed with S-3 (or if the Company is not then eligible to utilize such form of registration, it shall utilize such other available form appropriate for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission on July 25upon its review of the Registration Statement, 2007. If other than as to the characterization of any Holder as an underwriter, which shall not occur without such inclusion is not permitted by Holder’s written consent) the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective “Plan of Distribution” attached hereto as provided herein. Annex A. The Company shall use its commercially reasonable commercial efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than its Effectiveness Date, and shall use commercially reasonable efforts to keep the Registration Statement continuously effective during its entire Effectiveness Period. No later than 2:00 p.m. Pacific time on the second business day immediately following the Effective Date, the Company shall file with the Commission, in accordance with Rule 424, the final prospectus to be used in connection with sales under the Registration Statement (whether or not such filing is technically required under such Rule). (b) If (i) the Registration Statement is not filed on or prior to 30 days after its Filing Date covering the Registrable Securities required under this Agreement to be included therein, (ii) a Registration Statement is not declared effective by the Commission on or prior to 30 days after the Effectiveness Date, or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 30 business days (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 business day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash (a "Cash Payment"), as partial registration delay payments and not as a penalty, equal to the product of (x) the product of (A) 0.50% (the "Multiplier") multiplied by (B) the quotient of (i) the number of such Holder’s Registrable Securities that are not then covered, but are required to be covered, by the Registration Statement that is then effective and available for use by such Holder divided by (ii) the total number of such Holder’s Registrable Securities multiplied by (y) the aggregate Subscription Price paid by such Holder for the Shares pursuant to the Standby Purchase Agreement; provided, that following the third month anniversary of an Event Date the Multiplier shall increase to 1.00%. The parties hereto agree that in no event will the Company be liable for any registration delay payments under this Agreement in excess of 0.50% of the aggregate Subscription Price of the Holders in any 30-day period and the maximum aggregate registration delay payments payable to a Holder under this Agreement shall be 5.00% of the aggregate Subscription Price paid by such Holder pursuant to the Standby Purchase Agreement. The partial registration delay payments pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event (except in the case of the first Event Date), and shall cease to accrue (unless earlier cured) upon the expiration of the Effectiveness Period. Notwithstanding the foregoing, (i) if an Event shall occur primarily because of actions taken or not taken by the Company’s management and ▇▇▇▇▇▇ ▇. ▇▇▇ is or was the chief executive officer (or equivalent) of the Company when such actions were taken or not taken, no Cash Payment shall be paid with respect to such Event, (ii) no Cash Payment shall be paid for the days included in a Blackout Period and (iii) no Cash Payment shall be paid with respect to an Event causing the Company to become ineligible to use Form S-3 for so long as the Company uses commercially reasonable efforts to file a new Registration Statement on Form S-1 covering the resale of the Registrable Securities and to cause such Registration Statement to be declared effective. (c) Each Holder agrees to furnish to the Company a completed selling securityholder questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall use its reasonable commercial efforts not be required to keep such include the Registrable Securities of a Holder in a Registration Statement continuously effective and shall not be required to pay any registration delay payments under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(kSection 2(b), as determined by the counsel to any Holder who fails to furnish to the Company pursuant to a written opinion letter to such effect, addressed and acceptable fully completed Selling Holder Questionnaire at least two business days prior to the Company’s transfer agent and Filing Date, notwithstanding the affected Holders actual date of filing (the “Effectiveness Period”). Notwithstanding anything contained herein subject to the contrary, requirements set forth in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisSection 3(a)).

Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a one Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Each Registration Statement required to be filed under this Agreement shall be filed on Form S-1 as filed with (or on such other form appropriate for such purpose) and contain (except if otherwise required pursuant to written comments received from the Commission on July 25upon a review of such Registration Statement, 2007. If other than as to the characterization of any Holder as an underwriter, which shall not occur unless such inclusion characterization is not permitted consistent with written information provided by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included Holder in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. Selling Holder Questionnaire) the “Plan of Distribution” substantially in the form attached hereto as Annex A. The Company shall cause such each Registration Statement required to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement be filed under this Agreement to be declared effective under the Securities Act as promptly soon as possible but, in any event, no later than its Effectiveness Date, and shall use its commercially reasonable best efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Trading Day immediately following the Effective Date of each Registration Statement, the Company shall file with the 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 (whether or not such filing is technically required under such Rule). (b) Notwithstanding anything to the contrary contained in this Section 2, if the Company receives Commission Comments, and following discussions with and responses to the Commission in which the Company uses its commercially reasonable best efforts to cause as many Registrable Securities for as many Holders as possible to be included in the Registration Statement filed pursuant to Section 2(a) without characterizing any Holder as an underwriter unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire (and in such regard uses its commercially reasonable best efforts to cause the Commission to permit any Holder or its counsel to participate in Commission conversations on such issue together with the Company’s counsel, and timely conveys relevant information concerning such issue with the Holders or their counsel) (the day that such discussions and responses are concluded shall be referred to as the “Tolling Date”), the Company is unable to cause the inclusion of all Registrable Securities, then the Company may, following not less than three (3) Trading Days prior written notice to the Holders (i) remove from the Registration Statement such Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the Commission may require in order for the Commission to allow such Registration Statement to become effective; provided, that in no event may the Company characterize any Holder as an underwriter unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire (collectively, the “SEC Restrictions”). Unless the SEC Restrictions otherwise require, any cut -back imposed pursuant to this Section 2(b) shall be allocated among the Registrable Securities of the Holders on a pro rata basis. No liquidated damages under Section 2(d) shall accrue on or as to any Cut Back Shares, and the required Effectiveness Date for such Registration Statement will be tolled until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions if such Registrable Securities cannot at such time be resold by the Holders thereof without volume limitations pursuant to Rule 144 (such date, the “Restriction Termination Date”). From and after the filing thereofRestriction Termination Date, all provisions of this Section 2 shall again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Securities”) if such Registrable Securities cannot at such time be resold by the Holders thereof without volume limitations pursuant to Rule 144 so that the Company will be required to file with and cause to be declared effective by the Commission such additional Registration Statements in the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities. For the avoidance of doubt, the time period starting from the Tolling Date and ending with the Restriction Termination Date shall be excluded in calculating the applicable Effectiveness Date. (c) Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register Registrable Securities for resale, the Company shall file a Registration Statement on Form S-3 covering all Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement to be filed by the Filing Date for such Registration Statement and declared effective under the Securities Act as soon as possible thereafter, but in any event no later than prior to the Effectiveness DateDate therefor. Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire) the “Plan of Distribution” in substantially the form attached hereto as Annex A. The Company shall use its commercially reasonable commercial best efforts to keep such Registration Statement continuously effective under the Securities Act until during the date which entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Trading Day immediately following the Effective Date of such Registration Statement, the Company shall file with the 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 (whether or not such filing is the earlier date of when technically required under such Rule). (d) If: (i) all a Registration Statement is not filed on or prior to its Filing Date covering the Registrable Securities have been sold required under this Agreement to be included therein, or (ii) all a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the Trading Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) (whether or not such a prospectus is technically required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and available to the Investors as to the Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 30 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 Trading Day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Investors may be sold immediately without registration have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the Securities Act applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as partial liquidated damages and without volume restrictions not as a penalty, equal to 1.0% of the aggregate Investment Amount paid by such Investor pursuant to Rule 144(kthe Purchase Agreement. The parties agree that in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Investors in any single month and the maximum aggregate liquidated damages payable to a Investor under this Agreement shall be ten percent (10%) of the aggregate Investment Amount paid by such Investor pursuant to the Purchase Agreement per Event. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event (except in the case of the first Event Date), as determined by and shall cease to accrue (unless earlier cured) upon the counsel expiration of the Effectiveness Period. (e) Each Holder agrees to furnish to the Company pursuant a completed Questionnaire in the form attached to this Agreement as Annex B (a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness PeriodSelling Holder Questionnaire”). Notwithstanding anything contained herein The Company shall not be required to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of include the Registrable Securities canof a Holder in a Registration Statement and shall not be registered, required to pay any liquidated or other damages under Section 2(d) to any Holder who fails to furnish to the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition a fully completed Selling Holder Questionnaire at least two Trading Days prior to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due Filing Date (subject to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders requirements set forth in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisSection 3(a)).

Registration. (a) On or prior The Company shall, as soon as practicable after obtaining audited financial statements as are required to be filed with the SEC pursuant to Section 13(a) of the Exchange Act, but in any event not later than September 30, 2011 file to register its shares of Common Stock pursuant to the applicable Filing Exchange Act and file, after such registration becomes effective, all reports and other information necessary to satisfy the reporting requirements under the Exchange Act (the date on which the Company’s registration under the Exchange Act is thus effected is referred to herein as the “Registration Date”). (b) As soon as practicable after the Registration Date or earlier, at the option of the Company, the Company shall prepare and notify in writing all Holders of the intent of the Company to file with the Commission a Registration Statement covering relating to all Registrable Securities, to provide for the sale by the holders thereof of the Registrable Securities for an offering from time to be made time on a delayed or continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective 415 under the Securities Act as promptly as possible after (a “Shelf Registration”). (c) Notwithstanding anything herein, the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such include in the Shelf Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold or then known to the Company and (ii) any other Registrable Securities held by a Holder which any Holder notifies the Company should be included in such Registration Statement. Any Holder wishing not to have its Registrable Securities (or any portion thereof) included in the Shelf Registration shall provide a written notice thereof to the Company within ten (10) Business Days after the receipt of the Company’s notice pursuant to Section 2(b). In the event that a Holder subsequently notifies the Company that it wishes to include Registrable Securities in the Registration Statement, the Company shall promptly amend the Registration Statement, if it has not been declared effective to include such Registrable Securities. If such Registrable Securities were held by a Registrable Holder at the filing of the Shelf Registration and should have been included pursuant to the terms hereof, the Company shall amend the Registration Statement to include such Registrable Securities (including, if necessary, by filing a Registration Statement that will be part of the same Prospectus pursuant to Rule 429 under the Securities Act). (d) Any Holder wishing not to have its Registrable Securities (or any portion thereof) included in the Shelf Registration shall provide a written notice thereof to the Company within ten (10) Business Days after the receipt of the Company’s notice pursuant to Section 2(b). (e) Within fifteen (15) days after the Registration Date, the Company shall file with the SEC, and the Company shall use its commercially reasonable efforts to cause to be declared effective as promptly as practicable thereafter, the Shelf Registration with respect to all Registrable Securities may be sold immediately without registration under other than those excluded by the Securities Act and without volume restrictions Holders pursuant to Rule 144(kSection 2(d), as determined by . (f) The Company shall use commercially reasonable efforts to keep the counsel to the Company Registration Statement filed pursuant to a written opinion letter to such effect, addressed this Section 2 continuously effective and acceptable to usable for the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion resale of the Registrable Securities cannot be registeredcovered thereby for a period of three (3) years from the date on which the SEC declares such Registration Statement effective, the Company may exclude from or until such registration statement the minimum number of Registrable Securities on behalf of the Lender earlier date as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number all of the Registrable Securities so excludedcovered by such Registration Statement have been sold pursuant to such Registration Statement. FurtherIf any Registrable Securities remain issued and outstanding after three (3) years following the initial effective date of such Shelf Registration, and in addition to upon the foregoing, the Company will not be liable for payment request of any damages or penalties for any delay in registration Holder(s) of at least ten percent (10%) of the Registrable Securities in then outstanding, the event that such delay is due Company shall, prior to the fact that the SEC has limited the amount expiration of Registrable Securities that may such Shelf Registration, file a new Shelf Registration and shall thereafter use its commercially reasonable efforts to cause to be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisdeclared effective as promptly as practical, such new Shelf Registration.

Registration. (a) On or prior to the applicable Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities or SB-2Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause such the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is the 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 and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein . (b) If: (i) the Registration Statement is not filed on or prior to the contraryFiling Date; (ii) the Registration Statement is not declared effective by the Commission by the Effectiveness Date; (iii) after the Registration Statement is filed with and declared effective by the Commission, the Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the event that aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the Commission limits date the amount of Registrable Securities that may be sold by selling security holders in a particular Registration StatementStatement is declared effective); or (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days (provided the Commission takes the position that the all or a portion Company shall not have been able to cure such trading suspension within 30 days of the Registrable Securities cannot be registerednotice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 day or 20 consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as “Event Date”), then until the applicable Event is cured, the Company may exclude from such registration statement the minimum number of Registrable Securities shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% for each thirty (30) day period (prorated for partial periods) on behalf a daily basis of the Lender original principal amount of the Note. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as is necessary to comply with such limitation of the date when an Event has been cured by the Commission. In such event the Company shall give be paid within three (3) days following the Lender prompt notice date on which such Event has been cured by the Company. (c) Within three business days of the number of the Registrable Securities so excluded. Further, and in addition to the foregoingEffectiveness Date, the Company will shall cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by Laurus and confirmation by Laurus that it has complied with the prospectus delivery requirements, provided that the Company has not be liable for payment of any damages advised the transfer agent orally or penalties for any delay in registration writing that the opinion has been withdrawn. Copies of the Registrable Securities in blanket opinion required by this Section 2(c) shall be delivered to Laurus within the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basistime frame set forth above.

Registration. (a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement 415 on Form S-1 as filed with the Commission (or on July 25, 2007such other form appropriate for such purpose). If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Such Registration Statement shall be on Form S-1 or SB-2. The Company shall cause contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement Statement, other than as to become effective and remain effective the characterization of any Investor as provided herein. an underwriter, which shall not occur without such Investor’s consent) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable commercial best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event event, no later than the its Effectiveness Date. The Company , and shall use its reasonable commercial best efforts to keep the Registration Statement continuously effective during the entire Effectiveness Period. The initial Registration Statement shall cover all of the Shares. In the event that the amount of securities which may be included in the Registration Statement filed pursuant to this Section 2(a) is limited due to Commission Comments, any cut back of securities shall be applied pro rata in proportion to the number of shares initially sought to be included by each Investor. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the 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 (whether or not such filing is technically required under such Rule). (b) If all of the Registrable Securities to be included in the Registration Statement filed pursuant to Section 2(a) cannot be so included due to Commission Comments, or any additional Registrable Securities become issuable, then the Company shall prepare and file by the applicable Filing Date for such Registration Statement(s), such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement. Any Registration Statements to be filed under this Section shall be for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Investor as an underwriter, which shall not occur without such Investor’s consent) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, by its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until during the date entire Effectiveness Period. In the event that the amount of securities which may be included in the Registration Statement filed pursuant to this Section 2(b) is limited due to Commission Comments, any cut back of securities shall be applied pro rata in proportion to the earlier date number of when shares initially sought to be included by each Investor. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the 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 (whether or not such filing is technically required under such Rule). (c) If for any reason: (i) a Registration Statement is not filed on or prior to its Filing Date covering the Registrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Investors the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, or if by the Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) in accordance with Section 2(a) or 2(b) herein, as the case may be (whether or not such a prospectus is technically required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Investors as to all Registrable Securities have been sold to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 30 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) all the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 Trading Day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Investors may have hereunder or under applicable law, on such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the earlier of the date the applicable Event is cured or such Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions are eligible for resale pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders 144 (the “Effectiveness PeriodCure Date”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf shall pay to Investor, as partial liquidated damages and not as a penalty, 1.0% of the Lender Liquidated Damages Multiplier, such amount to be accrued until the Cure Date and paid in the form of Common Stock valued at the VWAP as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number Cure Date and subject to the terms of the Registrable Securities so excludedLock Up. Further, and in addition to the foregoingFor purposes of this Agreement, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basis.“

Registration. (a) On or prior to the applicable Filing Date, Date the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form, e.g. Form S-1, in accordance herewith), the Company may use such other forms as appropriate for Small Business Issuers, to the extent the Company continues to meet that criteria. The Company shall cause such each Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause such each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein . (b) If: (i) any Registration Statement is not filed on or prior to the contraryapplicable Filing Date; (ii) a Registration Statement filed hereunder is not declared effective by the Commission by the applicable Effectiveness Date; (iii) after a Registration Statement is filed with and declared effective by the Commission, a Discontinuation Event (as hereafter defined) shall occur and be continuing, or such Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective), for a period of time which shall exceed 30 days in the event that aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the Commission limits date the amount of Registrable Securities that may be sold by selling security holders in a particular Registration StatementStatement is declared effective); or (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days (provided the Commission takes the position that the all or a portion Company shall not have been able to cure such trading suspension within 30 days of the Registrable Securities cannotice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 day or 20 consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as “Event Date”), then as partial relief for the damages to the Purchaser by reason of the occurrence of any such Event (which remedy shall not be registeredexclusive of any other remedies available at law or in equity), the Company may exclude from such registration statement shall pay to the minimum number of Registrable Securities on behalf Purchaser for each day that an Event has occurred and is continuing, an amount in cash equal to one-thirtieth (1/30th) of the Lender as is necessary to comply with such limitation product of: (A) the then outstanding principal amount of the Note multiplied by the Commission(B) 0.015. In such the event the Company fails to make any payments pursuant to this Section 2(b) in a timely manner, such payments shall give bear interest at the Lender prompt notice rate of 1.5% per month (prorated for partial months) until paid in full. (c) Within three (3) business days of the number of the Registrable Securities so excluded. Further, and in addition to the foregoingEffectiveness Date, the Company will shall cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not be liable for payment of any damages advised the transfer agent orally or penalties for any delay in registration writing that the opinion has been withdrawn. Copies of the Registrable Securities in the event that such delay is due blanket opinion required by this Section 2(c) shall be delivered to the fact that Purchaser within the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basistime frame set forth above.

Registration. (a) On or prior to In accordance with the applicable Filing Daterequirements of Section 2.3 below, the Company shall prepare and use its commercially reasonable efforts to file with the Commission SEC, and to cause to be declared effective by the SEC, a Registration Statement covering registration statement on the applicable SEC form with respect to the resale from time to time, whether underwritten or otherwise, of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415by the Holders thereof. The Company shall also use good faith its commercially reasonable efforts to include maintain the Registrable Securities in effectiveness of the Company’s registration effected pursuant to this Section 2.1 and keep such registration statement free of any material misstatements or omissions at all times, subject only to the limitations on effectiveness set forth below. The registration contemplated by this Section 2.1 is referred to herein as the “Mandatory Registration.” The Mandatory Registration Statement on Form S-1 as shall be filed with the Commission on July 25, 2007. If such inclusion is not permitted by SEC in accordance with and pursuant to Rule 415 promulgated under the selling security holders thereunder, Securities Act (or is otherwise impractical, any successor rule then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and remain effective as provided hereineffect) (a “Shelf Registration”). The Company shall use its commercially reasonable commercial efforts to cause the registration statement filed on Form S-3 or any similar short-form registration as the Company may elect to remain effective until such Registration Statement to be declared effective under date (the Securities Act “Shelf Termination Date”) as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) the date on which all Registrable Securities included in the registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date on which all remaining Registrable Securities may be sold immediately pursuant to Rule 144 and otherwise without registration restriction or limitation pursuant to Rule 144 (or any successor thereto) under the Securities Act and without volume restrictions pursuant to Rule 144(k)Act, after taking into account any Holders’ status as an Affiliate of the Company as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent to such effect. If the Company is not then eligible to register for resale the Registrable Securities on Form S-3, such registration shall be on another appropriate form in accordance herewith. In the event the Mandatory Registration must be effected on Form S-1 or any similar long-form registration as the Company may elect, the Company shall use commercially reasonable efforts to file such registration as a Shelf Registration and the affected Holders Company shall use its commercially reasonable efforts to keep such registration current and effective, including by filing periodic post-effective amendments to update the financial statements contained in such registration statement in accordance with Regulation S-X promulgated under the Securities Act until the Shelf Termination Date. By 9:30 a.m. on the Trading Day immediately following the effective date of the applicable registration statement, the Company shall file with the 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. (b) Without the “Effectiveness Period”). written consent of the Investors, the Company shall not include securities, whether on behalf of itself or any other person, other then the Registrable Securities on any registration statement filed pursuant to this Section 2. (c) Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement, in the event the Commission seeks to characterize any offering pursuant to a Mandatory Registration filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company, or in any other manner, such that the Commission limits does not permit such registration statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the amount continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such registration statement until such time as the Commission shall so permit such registration statement to become effective as aforesaid. In making such reduction, the Company shall then reduce the number of shares to be included by all Holders of Registrable Securities that on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such Holder). As soon as reasonably practicable thereafter (as permitted by the Commission), the Company shall register the additional Registrable Securities on such additional registration statements as may be sold by selling security holders in a particular Registration Statement, or required to register the Commission takes the position that the resale of all or a portion of the Registrable Securities cannot (to the extent it can without causing the foregoing problem). In no event shall a Holder be registered, the Company may exclude from such required to be named as an “underwriter” in a registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with without such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 415 promulgated under the 1933 Act or any other basisHolder’s prior written consent.