Common use of Registration Rights Clause in Contracts

Registration Rights. (a) If at any time the Company shall determine to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrary.

Registration Rights. a. The Company agrees that, within forty-five (a45) If at any time calendar days after the Company shall determine to prepare and file with the Securities and Exchange Commission Transaction Closing (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder“Filing Deadline”), the Company will cause file with the Commission (at the Company’s sole cost and expense) a registration under statement registering the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition resale or transfer of the Shares (the “Initial Registration Statement”), and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not use its commercially reasonable efforts to register or to delay registration of such securitieshave the Initial Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the Company may, at its election, give written notice of such determination to the Holder and, thereuponearlier of, (i) in if the case Commission notifies the Company that it will “review” the Initial Registration Statement, the ninetieth calendar day following the earlier of a determination not to register, shall be relieved (A) the Filing Deadline and (B) the initial filing date of its obligation to register any Shares and Warrant Shares in connection with such registrationthe Initial Registration Statement, and (ii) the tenth business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review. If not included in the case Initial Registration Statement, in the event that any Additional Shares issued to Subscriber pursuant to the terms of this Subscription Agreement are not permitted by the Commission to be registered on the Initial Registration Statement, the Company agrees that, within thirty (30) business days following the Additional Closing Date (the “Additional Filing Deadline” and, together with the initial Filing Deadline, each, a determination “Filing Deadline”), the Company will submit to delay registeringor file with the Commission a registration statement for a shelf registration on Form S-1 or Form S-3 (if the Company is then eligible to use a Form S-3 shelf registration) (an “Additional Registration Statement” and, shall be permitted to delay registering any together with the Initial Registration Statement, each, a “Registration Statement”), in each case, covering the resale of the Additional Shares and Warrant Shares being registered acquired by the Subscriber pursuant to this Section 7 Subscription Agreement which are eligible for registration (determined as of two business days prior to such submission or filing). The Company’s obligations to include the same period Shares or Additional Shares, as applicable, in a Registration Statement are contingent upon the Subscriber furnishing in writing to the Company such information regarding the Subscriber, the securities of the Company held by the Subscriber and the intended method of disposition of the Shares or Additional Shares, as applicable as shall be reasonably requested in writing by the Company to effect the registration of the Shares or the Additional Shares, and shall execute such documents in connection with such registration as the delay Company may reasonably request that are customary of a selling stockholder in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registeredsimilar situations; provided, however, that the Company Subscriber shall not in connection with the foregoing be required to register execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares and Warrant Shares or Additional Shares, as applicable. With respect to the information to be provided by the Subscriber pursuant to this Section 7 7, the Company shall request such information prior to the anticipated initial filing date of a Registration Statement. The Company will provide a draft of a Registration Statement to the Subscriber for review at least two (2) business days in advance of its anticipated initial filing date. Notwithstanding the foregoing, if the Commission prevents the Company from including in a Registration Statement any or all of the Shares or Additional Shares due to limitations on the use of Rule 415 of the Securities Act for the resale or transfer of the Shares by the applicable stockholders or otherwise, the Registration Statement shall register for resale or transfer such number of Common Shares which is equal to the maximum number of Shares (and Additional Shares, as applicable) as is permitted by the Commission. In such event, the number of Shares (and Additional Shares, as applicable) to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders, and as promptly as practicable after being permitted to register additional Shares (and Additional Shares, as applicable) under Rule 415 under the Securities Act, the Company shall file a new Registration Statement to register such Shares not included in a filed Registration Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 7. If the Commission requests that are eligible for the Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will have an opportunity to withdraw from the Registration Statement. The Company will use its commercially reasonable efforts to maintain the continuous effectiveness of any Registration Statement, or another shelf registration statement that includes the Shares (and Additional Shares, as applicable) to be sold pursuant to this Subscription Agreement, until the earliest of (i) the date on which all such Shares, and any Additional Shares, issued to Subscriber have actually been sold, (ii) the date which is three years after the relevant Registration Statement filed hereunder is declared effective and (iii) the date on which the Shares (and Additional Shares, as applicable) may be resold without volume or manner of sale limitations pursuant to Rule 144(k) of 144 promulgated under the Securities Act. The Company acknowledges and agrees that if it shall file a registration statementFor purposes of clarification, the Shares and Warrant Shares must be included thereon and any failure by the Company to file any Registration Statement by a Filing Deadline or to effect such Registration Statement by date of effectiveness shall not enter into and contract otherwise relieve the Company of its obligations to file or agreement to cause the contrary.effectiveness of any Registration Statement set forth in this Section 7. For purposes of this Section 7, “Shares” or “

Registration Rights. (a) If at any Following the termination of the Merger Agreement and until such time the Company shall determine as all Option Shares issued to prepare and file with the Securities and Exchange Commission (the "Commission"Parent may be sold pursuant to Rule 144(d) a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 1933 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration StatementREGISTRATION PERIOD"), the Company shall send (sometimes referred to herein as the Holder "HOLDER") may by written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so (a "REGISTRATION NOTICE") to Parent (the "REGISTRANT") request in writing (which request shall specify the Shares and Warrant Shares intended Registrant to be disposed of by the Holder), the Company will cause the registration register under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of the shares acquired by the Holder pursuant to this Agreement (such Shares and Warrant Shares such Holder requests shares requested to be registered; provided, howeverthe "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, that including a "shelf" registration statement under Rule 415 under the Company shall not be required Securities Act or any successor provision. Holder agrees to register cause, and to cause any Shares and Warrant Shares underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to this Section 7 such registration statement to be effected on a widely distributed basis so that are eligible for sale pursuant to Rule 144(k) upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities Actfor cash at a price (the "OPTION PRICE") equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The Company acknowledges and agrees that if it shall file a registration statement, payment for the Shares and Warrant Shares must shares to be included thereon and purchased will be made by delivery at the Company shall not enter into and contract or agreement to time of such closing of the contraryOption Price in immediately available funds.

Registration Rights. (a) If at any time Following the Company shall determine to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition termination of the Merger Agreement and until such time as all Option Shares and Warrant Shares so issued to Parent may be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale sold pursuant to Rule 144(k) of the Securities ActAct of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The Company acknowledges and agrees that if it shall file a registration statement, payment for the Shares and Warrant Shares must shares to be included thereon and purchased will be made by delivery at the Company shall not enter into and contract or agreement to time of such closing of the contraryOption Price in immediately available funds.

Registration Rights. (a) If at any time The Company agrees that, within forty-five (45) calendar days after the Transaction Closing, the Company shall determine to prepare and will file with the Securities SEC (at the Company’s sole cost and Exchange Commission (the "Commission"expense) a registration statement relating registering the resale of the Shares (the initial registration statement and any other registration statement that may be filed by the Company under this Section 6, the “Registration Statement”), and the Company shall use its commercially reasonable efforts to an offering have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90th calendar day (or 120th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. The Company will provide a draft of the Registration Statement to Subscriber for its own account review at least three (3) business days in advance of filing the Registration Statement, and shall advise Subscriber upon the Registration Statement being declared effective by the SEC. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the account shares proposed to be registered under the Registration Statement due to limitations on the use of others Rule 415 under the Securities Act for the resale of any Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of its equity securities, other than on Form S-4 or Form S-8 (each Shares which is equal to the maximum number of shares of Common Stock as promulgated under the Securities Act) or its then equivalents relating to equity securities is permitted to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement")registered by the SEC. In such event, the Company shall send to the Holder written notice number of such determination and, if within 30 days after receipt shares of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended Common Stock to be disposed of by registered for each selling stockholder named in the Holder), Registration Statement shall be reduced pro rata among all such selling stockholders. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement without Subscriber’s prior written consent. The Company agrees that the Company will cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective until the registration earlier of (i) three years from the date of effectiveness of the initial Registration Statement, (ii) the date on which the Subscriber ceases to hold the Shares covered by such Registration Statement, or (iii) on the first date on which the Subscriber can sell all of its Shares under Rule 144 of the Securities Act without limitation as to the manner of all Shares and Warrant Shares which sale or the amount of such securities that may be sold without the requirement for the Company has been so requested to register be in compliance with the current public information required under Rule 144(c)(i) (or Rule 144(i)(2), if applicable). The Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Shares to the Company (or its successor) upon request to assist the Company in making the determination described above. The Company’s obligations to include the Shares in the Registration Statement are contingent upon the Subscriber furnishing in writing to the Company such information regarding the Subscriber, the securities of the Company held by the Holder, to Subscriber and the extent requisite to permit the intended method of disposition of the Shares and Warrant Shares so as shall be reasonably requested by the Company to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to effect the effective date registration of the registration statement filed Shares, and shall execute such documents in connection with such registration, registration as the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case may reasonably request that are customary of a determination selling stockholder in similar situations, provided that Subscriber shall not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not foregoing be required to register execute any Shares and Warrant Shares pursuant lock-up or similar agreement or otherwise be subject to this Section 7 that are eligible for sale pursuant any contractual restriction on the ability to Rule 144(k) of transfer the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contraryShares.

Registration Rights. a. The Company agrees that, within thirty (a30) If at any time calendar days after the Company shall determine to prepare and file with the Securities and Exchange Commission Closing Date (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder“Filing Deadline”), the Company will cause file with the Commission (at the Company’s sole cost and expense) a registration under statement (the Securities Act of all Shares and Warrant Shares which “Registration Statement”) registering the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition resale of the Shares Shares, and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not use its commercially reasonable efforts to register or to delay registration have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in 60 calendar days (or 120 calendar days if the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registrationCommission notifies the Company that it will “review” the Registration Statement) following the Filing Deadline, and (ii) five (5) business days after the Company is notified (orally or in writing, whichever is earlier) by the case of a determination Commission that the Registration Statement will not be “reviewed” or will not be subject to delay registeringfurther review (such earlier date, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered“Effectiveness Date”); provided, however, that the Company’s obligations to include the Shares in the Registration Statement are contingent upon the undersigned furnishing in writing to the Company such information regarding the undersigned, the securities of the Company held by the undersigned and the intended method of disposition of the Shares as shall be reasonably requested in writing by the Company to effect the registration of the Shares, and the undersigned 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, including providing that the Company shall be entitled to postpone and suspend the use of the Registration Statement as permitted hereunder; provided, further, however, that the undersigned shall not in connection with the foregoing be required to register execute any Shares and Warrant Shares lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. With respect to the information to be provided by the undersigned pursuant to this Section 7 8, the Company shall request such information at least ten (10) business days prior to the anticipated initial filing date of the Registration Statement. The Company will provide a draft of the Registration Statement to the undersigned for review at least two (2) business days in advance of its anticipated initial filing date. Notwithstanding the foregoing, 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 of the Securities Act for the resale of the Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the Commission. In such event, the number of Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders, and as promptly as practicable after being permitted to register additional Shares under Rule 415 under the Securities Act, the Company shall file a new Registration Statement to register such Shares not included in the initial Registration Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 8. In no event shall the undersigned be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the Commission or another regulatory agency; provided, however, that are eligible if the Commission requests that the undersigned be identified as a statutory underwriter in the Registration Statement, the undersigned will have an opportunity to withdraw from the Registration Statement. The Company will use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement until the earliest of (i) the date on which the Shares subscribed for by the undersigned hereunder may be resold without volume or manner of sale limitations pursuant to Rule 144(k144 promulgated under the Securities Act and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(2) (or Rule 144(i)(2), if applicable), (ii) the date on which all Shares subscribed for by the undersigned hereunder have actually been sold and (iii) the date which is three (3) years after the initial Registration Statement filed hereunder is declared effective (the “Effectiveness Period”). For as long as the Registration Statement shall remain effective pursuant to the immediately preceding sentence, the Company will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Shares pursuant to the Registration Statement or Rule 144 of the Securities ActAct (when Rule 144 of the Securities Act becomes available to the undersigned), as applicable, qualify the Shares for listing on NYSE, Nasdaq or other applicable stock exchange on which the Class A Shares are then listed, and update or amend the Registration Statement as necessary to include the Shares. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement set forth in this Section 7. The Company acknowledges and agrees that if it undersigned shall file a registration statement, not be entitled to use the Registration Statement for an underwritten offering of Shares and Warrant Shares must be included thereon and notwithstanding anything to the contrary in this Subscription Agreement, the Company shall not enter into have any obligation to prepare any prospectus supplement, participate in any due diligence, execute any agreements or certificates or deliver legal opinions or obtain comfort letters in connection with any sales of the Shares under the Registration Statement. For purposes of this Section 8, “Shares” shall mean, as of any date of determination, the Shares acquired by the undersigned pursuant to this Subscription Agreement and contract any other equity security issued or agreement issuable with respect to such Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event, and “undersigned” shall include any affiliate of the contraryundersigned to which the rights under this Section 8 have been duly assigned.

Registration Rights. (a) If at any time the The Company shall determine to prepare and file with the Securities and Exchange Commission (Commission, on or prior to the Filing Date, a "Commission") a shelf" registration statement relating to covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Such shelf registration statement shall be on Form 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 be on another appropriate Form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its own account or best efforts to cause the account of others Registration Statement to be declared effective under the Securities Act of as promptly as possible after the filing thereof, but in any of its equity securitiesevent prior to the Effectiveness Date, other than on Form S-4 or Form S-8 (each as promulgated and to keep such Registration Statement continuously effective under the Securities ActAct until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which all of the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) or its then equivalents relating any successor provision as determined by the counsel to equity securities the Company pursuant to be issued solely a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If the Company is notified orally or in connection writing by the Commission that the Commission has no comments with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans respect to the Registration Statement (a the "Registration StatementCOMMISSION NOTICE"), the Company shall send use its best efforts to cause the Holder written notice of such determination and, if within 30 Registration Statement to be declared effective no later than five (5) business days after receipt of such notice, Holder shall so request the Commission Notice. If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in writing (which request shall specify respect of the Shares and Warrant Shares intended based upon the computation on the Closing Date or the Filing Date, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be disposed of declared effective by the Commission as soon as possible, but in no event later than thirty (30) days after filing. If, during the three (3) year period immediately following the Effectiveness Period, any of the Registrable Securities have not been sold pursuant to the shelf registration statement contemplated in the two preceding paragraphs and such Registrable Securities may not be sold without any restriction pursuant to the Securities Act or the rules and regulations promulgated thereunder (by virtue of the fact that such person may be deemed to be an "affiliate" of the Company), then Holders of a then majority in interest of outstanding Registrable Securities may exercise one (1) demand registration right with respect thereto by delivering to the Company a written notice (a "DEMAND REGISTRATION NOTICE") informing the Company of such exercise and specifying the number of Registrable Securities to be offered by such Holder). Upon receipt of a Demand Registration Notice, the Company will notify all other Holders of Registrable Securities and cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice (but in no event later than thirty (30) days after the receipt of such notice) a new registration under statement and related prospectus (a "NEW REGISTRATION STATEMENT") that complies as to Form in all material respects with applicable Commission rules providing for the Securities Act sale by all such Holders of all Shares then outstanding Registrable Securities, and Warrant Shares which the Company has been so requested agrees to register use its best efforts to cause such new Registration Statement to be declared effective by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period Commission as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrarysoon as practicable.

Registration Rights. (a) If at any time a. In the Company shall determine to prepare and file with event that the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely Shares are not registered in connection with any acquisition the consummation of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement")the Transaction, the Company shall send to the Holder written notice of such determination andagrees that, if within 30 thirty (30) calendar days after receipt the consummation of such notice, Holder shall so request in writing the Transaction (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder“Filing Deadline”), the Company will cause file with the Commission (at the Company’s sole cost and expense) a registration under statement (the Securities Act of all Shares and Warrant Shares which “Registration Statement”) registering the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition resale of the Shares Shares, and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not use its commercially reasonable efforts to register or to delay registration have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in 60 calendar days (or 120 calendar days if the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registrationCommission notifies the Company that it will “review” the Registration Statement) following the Filing Deadline, and (ii) five (5) business days after the Company is notified (orally or in writing, whichever is earlier) by the case of a determination Commission that the Registration Statement will not be “reviewed” or will not be subject to delay registeringfurther review (such earlier date, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered“Effectiveness Date”); provided, however, that the Company’s obligations to include the Shares in the Registration Statement are contingent upon the undersigned furnishing in writing to the Company such information regarding the undersigned, the securities of the Company held by the undersigned and the intended method of disposition of the Shares as shall be reasonably requested in writing by the Company to effect the registration of the Shares, and the undersigned 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, including providing that the Company shall be entitled to postpone and suspend the use of the Registration Statement as permitted hereunder; provided, further, however, that the undersigned shall not in connection with the foregoing be required to register execute any Shares and Warrant Shares lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. With respect to the information to be provided by the undersigned pursuant to this Section 7 8, the Company shall request such information at least ten (10) business days prior to the anticipated initial filing date of the Registration Statement. The Company will provide a draft of the Registration Statement to the undersigned for review at least two (2) business days in advance of its anticipated initial filing date. Notwithstanding the foregoing, 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 of the Securities Act for the resale of the Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the Commission. In such event, the number of Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders, and as promptly as practicable after being permitted to register additional Shares under Rule 415 under the Securities Act, the Company shall file a new Registration Statement to register such Shares not included in the initial Registration Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 8. In no event shall the undersigned be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the Commission or another regulatory agency; provided, however, that are eligible if the Commission requests that the undersigned be identified as a statutory underwriter in the Registration Statement, the undersigned will have an opportunity to withdraw from the Registration Statement. The Company will use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement until the earliest of (i) the date on which the Shares subscribed for by the undersigned hereunder may be resold without volume or manner of sale limitations pursuant to Rule 144(k144 promulgated under the Securities Act and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(2) (or Rule 144(i)(2), if applicable), (ii) the date on which all Shares subscribed for by the undersigned hereunder have actually been sold and (iii) the date which is three (3) years after the initial Registration Statement filed hereunder is declared effective (the “Effectiveness Period”). For as long as the Registration Statement shall remain effective pursuant to the immediately preceding sentence, the Company will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Shares pursuant to the Registration Statement or Rule 144 of the Securities ActAct (when Rule 144 of the Securities Act becomes available to the undersigned), as applicable, qualify the Shares for listing on NYSE, Nasdaq or other applicable stock exchange on which the Ordinary Shares are then listed, and update or amend the Registration Statement as necessary to include the Shares. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement set forth in this Section 8. The Company acknowledges and agrees that if it undersigned shall file a registration statement, not be entitled to use the Registration Statement for an underwritten offering of Shares and Warrant Shares must be included thereon and notwithstanding anything to the contrary in this Subscription Agreement, the Company shall not enter into have any obligation to prepare any prospectus supplement, participate in any due diligence, execute any agreements or certificates or deliver legal opinions or obtain comfort letters in connection with any sales of the Shares under the Registration Statement. For purposes of this Section 8, “Shares” shall mean, as of any date of determination, the Shares acquired by the undersigned pursuant to this Subscription Agreement and contract any other equity security issued or agreement issuable with respect to such Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event, and “undersigned” shall include any affiliate of the contraryundersigned to which the rights under this Section 8 have been duly assigned.

Registration Rights. (a) If at any time the The Company shall determine to prepare and file a “resale” registration statement with the Securities SEC covering the shares of Common Stock issuable upon conversion of the Series A Preferred Stock and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or the account Warrant Shares, so that such shares of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated Common Stock will be registered under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the . The Company will cause maintain the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition effectiveness of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to “resale” registration statement from the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, until all Registrable Securities (i) as defined in the case of a determination not Registration Rights Agreement) covered by such registration statement have been sold, or may be sold without the requirement to register, shall be relieved of its obligation to register any Shares in compliance with Rule 144(c)(1) and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered otherwise without restriction or limitation pursuant to this Section 7 for the same period as the delay in registering such other securitiesRule 144. The Company will use its reasonable best efforts to have such “resale” registration statement filed by the Filing Date (as defined in the Registration Rights Agreement) and declared effective by the SEC as soon as possible and, in any event, by the Effectiveness Date (as defined in the Registration Rights Agreement), unless extended by Subscribers in the Offering holding 60% of the Units issued in the Offering which shall include the approval of the Lead Investor (“Requisite Approval”). The Company is obligated to pay to the Subscribers a fee of 1% per month of the investors’ investment, payable in such cash, up to a maximum of twelve (12%) percent, on the Filing Date and the Effectiveness Date if the registration obligations set forth herein have not been met, and pro- rata for each month, or partial month, in excess of the Filing Date and/or the Effectiveness Date that the registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registeredhas not been declared effective; provided, however, that the Company shall not be required obligated to register pay any Shares and Warrant Shares such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to this Section 7 that are eligible for sale pursuant its authority with respect to “Rule 144(k) 415”, provided the Company registers at such time the maximum number of shares of Common Stock permissible upon consultation with the staff of the Securities ActSEC. The Company acknowledges and agrees that if it shall file a description of registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement rights is qualified in its entirety by reference to the contrary.Registration Rights Agreement annexed hereto as Exhibit D.

Registration Rights. (a) If at any time The Company agrees that, within forty-five (45) calendar days after the Transaction Closing, the Company shall determine to prepare and will file with the Securities SEC (at the Company’s sole cost and Exchange Commission (the "Commission"expense) a registration statement relating registering the resale of the Shares (the initial registration statement and any other registration statement that may be filed by the Company under this Section 6, the “Registration Statement”), and the Company shall use its commercially reasonable efforts to an offering have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. The Company will provide a draft of the Registration Statement to Subscriber for its own account review at least three (3) business days in advance of filing the Registration Statement, and shall advise Subscriber upon the Registration Statement being declared effective by the SEC. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the account shares proposed to be registered under the Registration Statement on behalf of others Subscribers due to limitations on the use of Rule 415 under the Securities Act for the resale of any the shares of its equity securitiesCommon Stock by the applicable stockholders or otherwise, other than on Form S-4 or Form S-8 (each such Registration Statement shall register for resale by Subscribers such number of shares of Common Stock, including the Shares, which is equal to the maximum number of shares of Common Stock as promulgated under the Securities Act) or its then equivalents relating to equity securities is permitted to be issued solely registered by the Commission. In such event, the number of shares of Common Stock to be registered for each selling stockholder named in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "the Registration Statement"), including the Subscriber, shall be reduced pro rata among all such selling stockholders. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement without Subscriber’s prior written consent. The Company agrees that, except for such times as the Company shall send is permitted hereunder to suspend the Holder written notice use of such determination and, if within 30 days after receipt the prospectus forming part of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder)a Registration Statement, the Company will cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain continuously effective until the earlier of (i) five years from the date of effectiveness of the initial Registration Statement, (ii) the date on which the Subscriber ceases to hold any Shares covered by such Registration Statement, or (iii) if Rule 144(i) is no longer applicable to the Company or Rule 144(i)(2) is amended to remove the current reporting requirement preceding a disposition of securities, on the first date on which the Subscriber can sell all of its Shares under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such securities that may be sold without limitation as to the manner of sale or the amount of such securities that may be sold. The Company’s obligations to include the Shares in the Registration Statement are contingent upon the Subscriber furnishing in writing to the Company such information regarding the Subscriber, the securities of the Company held by the Subscriber and the intended method of disposition of the Shares as shall be reasonably requested by the Company to effect the registration of the Shares, and 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; provided that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. For as long the Subscriber holds any Shares, the Company will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Shares pursuant to Rule 144 under the Securities Act of all Shares and Warrant Shares which (when Rule 144 under the Company has been so requested to register by the Holder, Securities Act becomes available to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contraryCompany).

Registration Rights. (a) If The Company agrees that upon written notice given to the Company at any time on or after the Company shall determine to prepare first anniversary of the effective date of the public offering of the Common Stock but before the fifth anniversary of the effective date of the public offering, from the holder or holders of not less than fifty-one percent (51%) of the shares issued and file with issuable upon exercise of the Securities and Exchange Commission (the "Commission") Warrants, of a registration statement relating to an offering for its own account proposed distribution by such holder or the account holders of others under the Securities Act Common Stock issued or issuable upon exercise of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement")Warrants, the Company shall send to the Holder written notice of such determination andwill, if within 30 45 days after receipt of such notice, Holder shall so request in writing (which request shall specify promptly prepare, file and diligently prosecute to effectiveness, an appropriate filing with the Shares and Warrant Shares intended to be disposed Commission of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the a registration statement filed in connection with such registration, covering the Company shall determine for any reason not to register proposed sale or to delay registration distribution of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares shares under the Securities Act of 1933, as amended (the "Act"), and Warrant Shares the appropriate registration statements or applications under the securities laws of such Holder requests states as such holders, in their discretion, shall determine, and will use its reasonable best efforts to have such registration and application (including both the registration under the Act and the registration or application made under the various state securities laws) declared effective as soon as practicable after the filing thereof and to remain effective for such period that may be reasonably necessary to complete the distribution of securities so registered or qualified. At least 15 days prior to such filing, the Company shall give written notice of such proposed filing to each registered holder of any Warrants at the holders' addresses appearing on the records of the Company and to each registered holder of Common Stock purchased from the exercise of any Warrants at such holder's address appearing on the Company records, and shall offer to include in such registration statement any proposed distribution of such Common Stock held or to be registeredheld by each such registered holder; provided, however, that except as provided in Section 7(e), the Company need not effect the registration of the sale or distribution of Common Stock purchased upon exercise of Warrants more than once. All expenses, disbursements and fees (including fees and expenses of counsel for the Company, special auditing fees specifically attributable to the sale by the selling holder or holders of Common Stock, printing expenses (including all necessary copies of the registration statement and prospectuses contained therein), registration and filing fees and blue sky fees and expenses, and fees and charges of the Company's transfer agent and registrar for services rendered in connection therewith) shall be borne by the Company; provided, however, that the Company shall not be required to register pay for any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) expenses of any registration proceeding begun (in which case holders shall bear such expenses), if the registration request is subsequently withdrawn at any time at the request of the Securities Act. The holder or holders of not less than 51% of the shares issued and issuable upon exercise of the Warrants, unless such withdrawal is due to the misconduct of the Company acknowledges and agrees that if it shall file a or due to an unforeseen material adverse change in the business, properties, prospects or financial condition of the Company occurring prior to the effectiveness of the registration statement, the Shares and Warrant Shares must be included thereon and in which case the Company shall not enter into and contract or agreement will continue to the contrarybear such expenses.

Registration Rights. (a) If at any time In the event that the Acquired Shares are not registered in connection with the consummation of the Transaction, the Company shall determine to prepare and agrees that, as soon as practicable (but in any case no later than forty-five (45) calendar days after the Closing Date) (the “Filing Deadline”), it will file with the Securities SEC (at its sole cost and Exchange Commission (the "Commission"expense) a registration statement relating to an offering for its own account or registering the account resale of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 Acquired Shares (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "“Registration Statement"”) naming the Subscriber as a selling shareholder thereunder, and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) thirty (30) calendar days after the filing thereof (or ninety (90) calendar days after the filing thereof if the SEC notifies the Company that it will “review” the Registration Statement) and (ii) ten (10) business days after the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Deadline”). The Company’s obligations to include the Acquired Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company shall send to held by Subscriber and the Holder written notice intended method of disposition of such determination andAcquired Shares, if within 30 days after receipt which shall be limited to non-underwritten public offerings, as shall be reasonably requested by the Company to effect the registration of such noticeAcquired Shares, Holder and Subscriber shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed execute such documents in connection with such registrationregistration as the Company may reasonably request that are customary of a selling shareholder in similar situations, including providing that the Company shall determine for be entitled to postpone and suspend the effectiveness or use of the Registration Statement, if applicable, during any reason not to register customary blackout or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be similar period or as permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registeredhereunder; provided, however, that in connection with the Company foregoing, Subscriber shall not be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Acquired Shares. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Acquired Shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the shares by the selling shareholders named therein or otherwise, such Registration Statement shall register any for resale such number of Acquired Shares which is equal to the maximum number of Acquired Shares as is permitted by the SEC. In such event, the number of Acquired Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and Warrant as promptly as practicable after being permitted to register additional Acquired Shares under Rule 415 under the Securities Act, the Company shall amend the Registration Statement or file a new Registration Statement to register such Acquired Shares not included in the initial Registration Statement and shall use commercially reasonable efforts to have such amendment or Registration Statement declared effective as soon as practicable after the filing thereof. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will have an opportunity to withdraw its Acquired Shares from the Registration Statement. With respect to the information to be provided by Subscriber pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement6(a), the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement request such information from Subscriber at least five (5) business days prior to the contraryanticipated filing date of the Registration Statement and the Subscriber shall provide such requested information to the Company at least two (2) business days prior to the anticipated filing date of the Registration Statement with the SEC. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement as set forth above in this Section 6.

Registration Rights. (a) If at any time In the event that the Company shall determine proposes to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement relating with respect to an offering for its own account any class of securities (other than pursuant to a registration statement on Forms S-4 or the account of others S-8 or any successor form) under the Securities Act of any of its equity securities1933, other than on Form S-4 or Form S-8 as amended (each as promulgated under the "Securities Act") or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to notify the Holder written notice of such determination and, if within 30 at least twenty (20) days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date filing of the such registration statement filed in connection with such registration, the Company shall determine for any reason not and will offer to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part portion of the Warrant Shares. At the written request of the Holder delivered to the Company within ten (10) days after receipt of the Company's notice, the holder shall state the number of Warrant Shares that it wishes to sell or distribute publicly under the proposed registration statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to cause such registration statement to become effective as promptly as practicable. In that regard, the Company makes no representation or warranties as to its ability to have the registration statement declared effective. In the event the Company is advised by the staff of the Securities and Exchange Commission, NASDAQ or any self-regulatory or state securities agency that the inclusion of the Warrant Shares will prevent, preclude or materially delay the effectiveness of a registration statement filed by the Company with respect to any securities other than the Warrant Shares, the Company, in good faith, may amend such registration statement to exclude the Warrant Shares without otherwise affecting the Holder's rights herein with respect to any other registration statement. Underwriter's Restrictions. If a registration statement is filed with respect to an underwritten registration on behalf of the Company, and if the underwriter thereof advises the Company in writing that, in its opinion, the number of Warrant Shares requested to be included in such registration statement exceeds the number that can be sold in such offering without materially adversely affecting the distribution of securities by the underwriter, then the Holder shall delay his offering and sale for such period ending on the earliest of (a) 180 days following the effective date of the Company's registration statement, or (b) such date as the Company, managing underwriter and Holder shall otherwise agree. In the event of such Shares and Warrant Shares such Holder requests to be registered; provideddelay, however, that the Company shall not file such supplements, post-effective amendments and take any such other steps as may be required necessary to register any Shares permit such Holder to make his proposed offering and Warrant Shares pursuant to this Section 7 that are eligible sale for sale pursuant to Rule 144(ka minimum period of ninety (90) days immediately following the end of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrarysuch period of delay.

Registration Rights. (a) If at any time In the event that the Company shall determine proposes to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement relating with respect to an offering for its own account any class of securities (other than pursuant to a registration statement on Forms S-4 or the account of others S-8 or any successor form) under the Securities Act of any of its equity securities1933, other than on Form S-4 or Form S-8 as amended (each as promulgated under the "Securities Act") or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to notify the Holder written notice of such determination and, if within 30 at least twenty (20) days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date filing of the such registration statement filed in connection with such registration, the Company shall determine for any reason not and will offer to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part portion of the Warrant Shares. At the written request of the Holder delivered to the Company within ten (10) days after receipt of the Company's notice, the holder shall state the number of Warrant Shares that it wishes to sell or distribute publicly under the proposed registration statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to cause such registration statement to become effective as promptly as practicable. In that regard, the Company makes no representation or warranties as to its ability to have the registration statement declared effective. In the event the Company is advised by the staff of the Securities and Exchange Commission, NASDAQ or any self-regulatory or state securities agency that the inclusion of the Warrant Shares will prevent, preclude or materially delay the effectiveness of a registration statement filed by the Company with respect to any securities other than the Warrant Shares, the Company, in good faith, may amend such registration statement to exclude the Warrant Shares without otherwise affecting the Holder's rights herein with respect to any other registration statement. Underwriter's Restrictions. If a registration statement is filed with respect to an underwritten registration on behalf of the Company, and if the underwriter thereof advises the Company in writing that, in its opinion, the number of Warrant Shares requested to be included in such registration statement exceeds the number that can be sold in such offering without materially adversely affecting the distribution of securities by the underwriter, then the Holder shall delay his offering and sale for such period ending on the earliest of (a) 180 days following the effective date of the Company's registration statement, or (b) such date as the Company, managing underwriter and Holder shall otherwise agree. In the event of such Shares and Warrant Shares such Holder requests to be registered; provideddelay, however, that the Company shall not file such supplements, post-effective amendments and take any such other steps as may be required necessary to register any Shares permit such Holdxx xx make his proposed offering and Warrant Shares pursuant to this Section 7 that are eligible sale for sale pursuant to Rule 144(ka minimum period of ninety (90) days immediately following the end of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrarysuch period of delay.

Registration Rights. The Company agrees that within sixty (a60) If at any time days of the Company shall determine Closing, it will use its reasonable best efforts to prepare and file with the Securities and Exchange Commission Commission, and use its reasonable best efforts to have declared effective thereafter, a Registration Statement on Form S-1 or other equivalent form pursuant to which the Company shall register the public resale of the Shares. The Company shall have the right to include within such Registration Statement any other securities on behalf of the Company or security holders. The expenses of such registration shall be borne by the Company. Notwithstanding the foregoing, the Company may: (A) delay filing the "Commission"Registration Statement and may withhold efforts to cause the Registration Statement to become effective, if the Company determines in good faith that such registration rights might (i) interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Company (whether or not a registration statement relating final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (ii) involve initial or continuing disclosure obligations that might not be in the best interest of the Company's stockholders, and (B) not include the Shares in a Registration Statement covering an underwritten offering to the extent that the inclusion of the Shares would, in the opinion of the managing underwriter of such an offering, adversely affect such an offering for its own account or the account market for the Company's securities. In the event that the Shares are not included in the Registration Statement in accordance with the provisions of others under clause (B) above, the Securities Act Company agrees to register the Shares promptly after the completion of the underwritten offering described in clause (B) as may be permitted by the managing underwriter of such an offering. If, after the Registration Statement becomes effective, the Company advises the holders of registered Shares that the Company considers it appropriate for the Registration Statement to be amended, the holders of such Shares shall suspend any further sales of their registered Shares until the Company advises them that the Registration Statement has been amended. Each holder of Shares whose shares are registered pursuant to the Registration Statement set forth herein shall indemnify and hold harmless the Company, each of its directors and each of its officers from and against any and all claims, damages or liabilities, joint or several, to which they or any of its equity securitiesthem may become subject, including all legal and other than on Form S-4 expenses, arising out of or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, in any entity preliminary or business amended preliminary prospectus or equity securities issuable in the prospectus (or the Registration Statement or prospectus as from time to time amended or supplemented) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the circumstances in which they were made, but only insofar as any such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by such holder expressly for use therein. In connection with stock option or other employee benefit plans (a "Registration Statement")the registration rights, the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, have no obligation: (i) to assist or cooperate in the case offering or disposition of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and Shares; (ii) in to indemnify or hold harmless the case holders of the securities being registered; (iii) to obtain a determination commitment from an underwriter relative to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part sale of such Shares; or (iv) to include such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) within an underwritten offering of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contraryCompany.

Registration Rights. (a) If at any time If, and whenever, the Company shall determine proposes to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for register any of its own account or the account of others securities under the Securities Act of 1933, as amended (the "Securities Act") in connection with the proposed offer and sale of any securities by it or any of its equity securities, security holders (other than on Form S-8, S-4 or Form S-8 (any successor form of limited purpose) it will give wrixxxx xxxice by registered mail, at least 20 days prior to the filing of each as promulgated under such registration statement, to all Registered Holders of its intention to register its securities. If any of such Registered Holders notify the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition Company within 15 days after receipt of any entity such notice of its or business or equity securities issuable their desire to include their Warrant Shares (the "Registrable Securities") in connection with stock option or other employee benefit plans such proposed registration statement, the Company shall afford each of the Registered Holders the opportunity to have any such Registrable Securities registered under such registration statement (a the "Registration Statement"); provided, however, in the event of an initial public offering by the Company, the holders of Registrable Securities shall have been deemed (without any further writing) by the terms hereof, to have agreed to a lockup period of six (6) months from the date of effectiveness of any registration statement filed by the Company if so requested by the underwriter of such offering, whereby the holders of Registrable Securities shall not sell, transfer, pledge or assign any of their Registrable Securities during such six (6) month period. Notwithstanding the provisions of this Section 9, the Company shall send to have the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if right at any time after giving it shall have given written notice pursuant to this Section 9 (irrespective of its intention whether a written request for inclusion of any such securities shall have been made) to register elect not to file any securities and such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. If the managing underwriter of the registration statement filed in connection with such registration, a proposed public offering by the Company shall determine for any reason not advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to register or to delay registration be included in the Registration Statement concurrently with the securities being registered by the Company would materially and adversely affect the distribution of such securitiessecurities by the Company, then, first, the Company may, at its election, give written notice number of any other securities (other than Registrable Securities and the securities to be issued by the Company) requested to be included in such determination to the Holder and, thereupon, (i) in the case of a determination not to register, offering shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registrationdecreased on a pro rata basis, and (ii) in second, after all securities other than Registrable Securities and securities to be issued by the case Company have been excluded from such offering, the number of a determination to delay registering, Registrable Securities shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file decreased on a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrarypro rata basis.

Registration Rights. (a) If at any time In the Company shall determine to prepare and file with the Securities and Exchange Commission (the "Commission") case of a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the proposed registration under the Securities Act of all Shares 1933 (the "Securities Act") of an offering by Employer of shares of its common stock while any common shares or preferred shares are owned by Employee, Employee shall have the right to participate in such registration and Warrant Shares which public offering as hereinafter provided. Employer will give Employee at least twenty (20) days' prior written notice of any proposed registration of shares of common stock under the Company Securities Act for any offering by it otherwise relating to an employee stock option or benefit plan or in a merger, consolidation, acquisition of assets or recapitalization plan. If requested by Employee in writing, within twenty (20) days after receipt of any such notice or on two occasions even if no such notice has been so requested given, Employer will use its best efforts to register all or part of the shares of common stock of Employer owned by Employee or which Employee has a right to acquire (as specified in such request) under the HolderSecurities Act and from time to time, if possible, amend or supplement the registration statement and prospectus used in connection therewith if and to the extent necessary in order to comply with the Securities Act for a period of up to one hundred twenty (120) days after the initial effective date of such registration, provided that Employee shall not have failed to exercise a right following such a notice within six months of the proposed registration. Such registration shall be at the expense of Employer. Employer will, at the request of Employee, take any and all such actions, make such filings and enter into such agreements as may be reasonably necessary or appropriate to facilitate sales of Employee's securities in the manner contemplated by any such registration. If Employer or the underwriter managing or proposing to manage Employer's offering determines that registration of Employee's securities would impair Employer's offering, then Employer may by notice in writing to Employee reduce the number of shares to be registered for Employee (provided any others in a similar position are similarly reduced) or elect to defer any registration of shares requested by Employee for a period to be agreed upon between Employer and Employee, such period to be not less than six (6) months nor more than two (2) years from the date of Employer's offering. At the deferred date, such registration shall proceed on the terms provided herein. Employer in any case may defer registration in order to coordinate with its normal quarterly and annual filings with the Securities and Exchange Commission. In the event of any such registration, to the extent requisite to permit the disposition of the Shares permitted by law, Employer will indemnify Employee, each underwriter and Warrant Shares so to be registeredeach person, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registrationany, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all who controls Employee or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that underwriter within the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) meaning of the Securities Act, against all losses, claims, damages, liabilities and expenses (under the Securities Act, at common law or otherwise) resulting from any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus or resulting from any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses result from any untrue statement or omission or alleged untrue statement or alleged omission contained or omitted in information furnished in writing to Employer by Employee or such underwriter expressly for use therein. The Company acknowledges and agrees that if it Employee will furnish to Employer in writing such information as shall file a be reasonably requested by Employer for use in any such registration statement or prospectus and, to the extent permitted by law, will indemnify Employer, its directors, each officer signing such registration statement, each person, if any, who controls Employer within the Shares meaning of the Securities Act, each underwriter, and Warrant Shares must each person, if any, who controls any such underwriter, within the meaning of the Securities Act, against all losses, claims, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be included thereon and stated in the Company shall registration statement or prospectus or necessary to make the statements therein not enter into and contract or agreement misleading, but only to the contraryextent that such untrue statement or omission or alleged untrue statement or alleged omission is contained or omitted in information so furnished in writing by Employee expressly for use therein.

Registration Rights. (a) If at any time the a. The Company shall determine agrees that it will use reasonable best efforts to prepare and an advanced draft of, prior to the Closing Date, and, in any event will file with the Securities SEC (at the Company’s sole cost and Exchange Commission (the "Commission"expense) a registration statement relating to an offering for its own account or registering the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition resale of the Shares (the “Registration Statement”) as promptly as practicable following the Closing Date, and Warrant in any event on the first business day to occur 30 calendar days after the Closing Date, and shall use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (A) the 90th calendar day (or 135th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Filing Date and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”). The Company agrees to cause such Registration Statement, or another shelf registration statement that includes the Shares so to be registeredsold pursuant to this Subscription Agreement, provided that if at to remain effective until the earliest of (i) the second anniversary of the Effectiveness Date, (ii) the date on which the Investor ceases to hold any time after giving written notice Shares covered by such Registration Statement, or (iii) on the first date on which the Investor is able to sell all of its intention Shares issued pursuant to register any this Subscription Agreement (or shares received in exchange therefor) under Rule 144 without limitation as to the manner of sale or the amount of such securities that may be sold and prior without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable). Prior to the effective date of the Registration Statement, the Company will use commercially reasonable efforts to qualify the Shares for listing on the applicable stock exchange. The Investor agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of the Shares to the Company (or its successor) upon request to assist the Company in making the determination described above. The Company’s obligations to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to the Company such information regarding the Investor, the securities of the Company held by the Investor and the intended method of disposition of such Shares as shall be reasonably requested by the Company to effect the registration statement filed of such Shares, and execution of such documents in connection with such registration, registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, provided that the Investor shall determine for not in connection with the foregoing be required to execute any reason not to register lock-up or to delay registration similar agreement in respect of such securities, the Shares. If the SEC prevents the Company may, at its election, give written notice from including any or all of such determination the Shares proposed to be registered for resale under the Holder and, thereuponRegistration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Company’s securities by the applicable shareholders or otherwise, (i) in such Registration Statement shall register for resale such number of Company securities which is equal to the case maximum number of a determination not to registerCompany securities as is permitted by the SEC, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) the number of Company securities to be registered for each selling shareholder named in the case of a determination to delay registering, Registration Statement shall be permitted to delay registering any reduced pro rata among all such selling shareholders and (iii) the Company shall promptly file another registration statement covering the offer and sale of the remaining Common Shares and Warrant Shares being registered pursuant to this Section 7 for held by the same period as the delay in registering such other securitiesInvestor. The Company will provide a draft of the Registration Statement to the Investor for review reasonably in advance of filing the Registration Statement. In no event shall include the Investor be identified as a statutory underwriter in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registeredthe Registration Statement unless requested by the SEC; provided, however, that if the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have an opportunity to withdraw from the Registration Statement. Any failure by the Company to file the Registration Statement by the required Filing Date or to effect such Registration Statement by the Effectiveness Date shall not be required otherwise relieve the Company of its obligations to register any Shares and Warrant Shares pursuant to file or effect the Registration Statement as set forth in this Section 7 7, provided that are eligible for sale pursuant to Rule 144(k) any delay in the Filing Date or Effectiveness Date that is not a breach of the Securities ActCompany’s obligations hereunder shall give rise to a corresponding extension of such deadline(s), as applicable, by an equal number of days. The Company acknowledges and agrees that if it For purposes of this Section 7, “Shares” shall file a registration statementmean, as of any date of determination, the Shares and Warrant Shares must be included thereon and any other equity security of the Company shall not enter into and contract issued or agreement issuable with respect to the contraryShares by way of share split, dividend or distribution on or with respect to the Shares.

Registration Rights. 9.1 In the event that (ai) If at any time the Company shall determine Conversion Shares are issued subsequent to prepare the completion of the Business Combination and file with the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely such Conversion Shares are not registered in connection with any acquisition the consummation of any entity the transactions contemplated thereby or business (ii) the Company is or equity securities issuable in connection with stock option becomes subject to the reporting obligations under Section 13 or other employee benefit plans (a "Registration Statement")Section 15(d) of the Exchange Act, the Company shall send to the Holder written notice of such determination andagrees that, if within 30 forty-five (45) calendar days after receipt earlier of such notice, Holder shall so request the completion of the Business Combination and the satisfaction in writing the condition in clause (which request shall specify ii) above (the Shares and Warrant Shares intended to be disposed of by the Holder“Filing Date”), the Company will cause file with the SEC (at the Company’s sole cost and expense) a shelf registration under statement registering the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition resale of the Conversion Shares (the “Registrable Securities”, and Warrant Shares so to be registeredsuch statement the “Registration Statement”), provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not use its commercially reasonable efforts to register or to delay registration of have the Registration Statement declared effective as soon as practicable after the filing thereof, (such securitiesdate, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered“Effectiveness Date”); provided, however, that the Company’s obligations to include the Conversion Shares in the Registration Statement are contingent upon Investor furnishing in writing to the Company such information regarding Investor, the securities of the Company held by Investor and the intended method of disposition of the Conversion Shares as shall not be required reasonably requested by the Company to register any Shares effect the registration of the Conversion Shares, and Warrant Shares pursuant to this Section 7 Investor shall execute such documents in connection with such registration as the Company may reasonably request that are eligible for sale pursuant to Rule 144(k) customary of the Securities Act. The Company acknowledges and agrees a selling stockholder in similar situations, including providing that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted under Section 9.4 hereunder. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Date or to cause such Registration Statement to be declared effective by the Effectiveness Date shall not enter into and contract otherwise relieve the Company of its obligations to file the Registration Statement or agreement cause the Registration Statement to the contrarybe declared effective as set forth above in this Section 9.

Registration Rights. (a) HSNi ------------------- hereby grants the Stockholder certain registration rights on the basis of one demand registration right for each 4,000,000 shares of Common Stock being exchanged hereunder, together with customary piggyback registration rights relating thereto. Accordingly, HSNi hereby covenants to the Stockholder that following the one year anniversary of the Closing Date, if requested by the Stockholder, it shall be required promptly to cause the HSNi Shares and the Additional HSNi Shares, if any, owned by the Stockholder or his Affiliates to be registered under the Securities Act in order to permit the Stockholder or such Affiliate to sell such shares in one or more (but not more than three) registered public offerings (each, a "Demand Registration"). The Stockholder shall also be entitled to customary piggyback registration rights. If at the amount of shares sought to be registered by the Stock- holder and his Affiliates pursuant to any time Demand Registration is reduced by more than 50% pursuant to any underwriters' cutback, then the Stockholder may elect to request the Company to withdraw such registration, in which case, such registration shall determine not count as one of the Stockholder's three Demand Registrations. If the Stockholder requests that any Demand Registration be an underwritten offering, then the Stockholder shall select the underwriter(s) to prepare administer the offering, provided that such underwriter(s) shall be reasonably satisfactory to HSNi. If a Demand Registration is an underwritten offering and file with the Securities managing underwriter advises the Stockholder in writing that in its opinion the total number or dollar amount of securities proposed to be sold in such offering is such as to materially and Exchange Commission (adversely affect the "Commission") a registration statement relating success of such offering, then HSNi will include in such registration, first, the securities of the Stockholder, and, thereafter, any securities to an offering be sold for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 who are participating in such registration (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in determined by HSNi). In connection with any acquisition Demand Registration or inclusion of any entity the Stockholder's or business or equity securities issuable his Affiliate's shares in connection with stock option or other employee benefit plans a piggyback registration, the Company, the Stockholder and/or his Affiliates shall enter into an agreement containing terms (a "Registration Statement"including representations, covenants and indemnities by HSNi and the Stockholder), the Company and shall send be subject to the Holder written notice of such determination andlimitations, if within 30 days after receipt of such noticeconditions, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of blackout periods, customary for a secondary offering by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date a selling stockholder. The costs of the registration statement filed in connection with such registration(other than underwriting discounts, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (ifees and commissions) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securitiespaid by HSNi. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company HSNi shall not be required to register any such shares if the Stockholder would be permitted to sell the HSNi Shares and/or Additional HSNi Shares in the quantities proposed to be sold and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to at such time under Rule 144(k) of 144 of, or other exemption from, the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrary.

Registration Rights. 6.1 The Issuer agrees that, within 60 business days after the consummation of the Transactions (a) If at any time the Company shall determine “Filing Date”), the Issuer will use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission (at the "Commission"Issuer’s sole cost and expense) a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 S-1 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "“Registration Statement"”), registering the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition resale of the Shares and Warrant Shares so to be registeredAcquired Shares, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date which Registration Statement may include shares of the registration statement filed in connection with such registrationIssuer’s common stock issuable upon exercise of outstanding warrants or those held by CHW Acquisition Sponsor LLC, a Delaware limited liability company, and the Company Issuer shall determine for any reason not use its commercially reasonable efforts to register or to delay registration have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, 90th calendar day (or 120th calendar day if the Commission notifies the Issuer that it will “review” the Registration Statement) following the Closing and (ii) the 10th business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the case of a determination Commission that the Registration Statement will not be “reviewed” or will not be subject to delay registeringfurther review (such earlier date, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered“Effective Date”); provided, however, that if the Company Commission is closed for operations due to a government shutdown, the Effective Date shall be extended by the same amount of days that the Commission remains closed for operations, provided, however, that the Issuer’s obligations to include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the Issuer held by Subscriber, and the intended method of disposition of the Acquired Shares as shall be reasonably requested by the Issuer to effect the registration of the Acquired Shares, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder; provided, that, Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Acquired Shares (other than any such restrictions that may exist hereunder). Notwithstanding the foregoing, if the Commission prevents the Issuer 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 of the Securities Act for the resale of the Acquired Shares or other shares included in the Registration Statement by the applicable stockholders or otherwise, such Registration Statement shall register any for resale such number of Acquired Shares which is equal to the maximum number of Acquired Shares as is permitted by the Commission. In such event, the number of Common Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and Warrant Shares pursuant as promptly as practicable after being permitted to this Section 7 register additional shares under Rule 415 of the Securities Act, the Issuer shall amend the Registration Statement or file a new Registration Statement to register such shares not included in the initial Registration Statement and cause such amendment or Registration Statement to become effective as promptly as practicable. Upon notification by the Commission that are eligible for sale pursuant to the Registration Statement has been declared effective by the Commission, within two business days thereafter, the Issuer shall file the final prospectus under Rule 144(k) 424 of the Securities Act. The Company acknowledges and agrees Issuer will provide a draft of the Registration Statement to Subscriber for review (but not comment) at least two business days in advance of filing the Registration Statement; provided, that, for the avoidance of doubt, in no event shall the Issuer be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Subscriber’s review. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided, that if it shall file the Commission requests that Subscriber be identified as a registration statementstatutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from the Shares and Warrant Shares must be included thereon and the Company Registration Statement. Subscriber shall not enter into and contract be entitled to use the Registration Statement for an underwritten offering of Acquired Shares. For purposes of clarification, any failure by the Issuer to file the Registration Statement by the Filing Date or agreement to effect such Registration Statement by the contrary.Effective Date shall not otherwise relieve the Issuer of its obligations to file the Registration Statement or effect the registration of the Acquired Shares set forth in this Section 6. For purposes of this Section 6, “

Registration Rights. (a) If at any time the Company The Shares issuable hereunder initially shall determine to prepare and file with the Securities and Exchange Commission (the "Commission") a be exempt from registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act. Following the Date of Grant, and in any case within ninety (90) days thereof, Company shall promptly prepare, file and use its reasonable efforts to cause to become effective as soon as practicable thereafter, a registration statement on Form S-1 or its then equivalents relating such other form as may be appropriate to equity securities be filed with the SEC by Company under the Act (together with any amendments or supplements thereto, whether prior to or after the effective date thereof, the “Registration Statement”) covering the public resale in the United States of the Shares to be issued solely pursuant to this Warrant, and Company shall use its reasonable efforts to keep the Registration Statement continuously effective during the Term. Any such registration shall be subject to the customary terms and conditions used in connection with resale prospectuses. Company’s obligations under this Section are contingent upon Holder providing promptly all information concerning such Holder and its proposed plan of distribution as Company may reasonably request in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the foregoing. Company shall send may by written notice to the Holder written notice immediately suspend the use of such determination andany resale prospectus for a period not to exceed sixty consecutive days in any one instance and for a period not to exceed one hundred twenty calendar days in any twelve-month period (each, if within 30 days after receipt of such notice, Holder shall a “Suspension Period”) at any time that (i) Company becomes engaged in a business activity or negotiation or any other event has occurred or is anticipated which is not disclosed in that prospectus which Company reasonably believes should be disclosed therein under applicable law and which Company desires to keep confidential for business purposes or (ii) Company determines that a particular disclosure so request in writing (which request shall specify the Shares and Warrant Shares intended determined to be disposed of by the Holder), the required to be disclosed therein be premature or would adversely affect Company or its business or prospects. Company will cause use its commercially reasonable efforts to ensure that the use of the Registration Statement may be resumed as soon as practicable. Company shall bear all costs and expenses associated with the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares as specified in this Section and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities the preparation and prior to the effective date filing of the Registration Statement, including, without limitation, all printing expenses, legal fees and disbursement of Company’s outside counsel, commissions, NASDAQ and blue sky registration statement filed in connection with such registrationfiling fees and transfer agents’ and registrars’ fees, the Company shall determine for any reason but not including underwriting commissions or similar charges and legal fees and disbursements of counsel to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contraryHolder.

Registration Rights. (a) If at any time To the Company shall determine to prepare and file extent that the resale of the Option Shares are not registered on a Registration Statement filed with the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration StatementSEC"), the Company shall send further covenants that the Optionee has the right to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), cause the Company will cause to register the registration Option Shares issued upon exercise hereof, under the Securities Act and any blue sky or securities laws of all Shares and Warrant Shares which any jurisdictions within the Company has been so requested to register United States by filing a registration statement with the Holder, to SEC within ninety (90) days following the extent requisite to permit the disposition issuance of the Shares and Warrant Shares so to be registeredOption Shares, provided that if at any time after giving written notice of its intention to register any securities such registration rights shall not be transferable, shall be exercisable only by the Optionee, and prior shall apply only to the effective date registration of all of the Option Shares, and not any part thereof. The Company may defer the filing (but not the preparation) of the registration statement filed in connection with or suspend the Company's obligation to cause such registration, the Company shall determine for any reason not registration statement to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, become and remain effective if (i) at any time prior to the filing of such registration statement with the SEC the Company is engaged in confidential negotiations or other confidential business activities, disclosure of which, in the case of a determination not to registerCompany's reasonable opinion, shall would be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include required in such registration statement all and would not be required if such registration statement were not filed, and the Company's board of directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any part such confidential negotiations or other confidential business activities, (ii) the Company is actively engaged in discussions with underwriters with respect to a registered underwritten public offering of the Company's securities for the Company's account and is proceeding with reasonable diligence to effect such Shares and Warrant Shares such Holder requests offering, or (iii) if there exists at the time material non-public information relating to the Company, which in the reasonable opinion of the Company should not be registered; provideddisclosed. If, howeverafter a registration statement filed under this Section 4 becomes effective, the Company advises Optionee (or its permitted assigns) that the Company considers it appropriate for the registration statement to be amended, Optionee (or its permitted assigns) shall not be required to register suspend any further sales of its registered Option Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and until the Company shall not enter into and contract or agreement to advises it that the contraryregistration statement has been amended.

Registration Rights. (a) If the Company, at any time on or after two years following the Company shall determine to prepare and file with date of Closing under the Securities and Exchange Commission Stock Purchase Agreement (the "CommissionCLOSING DATE") and on or before the seventh anniversary of the Closing Date, proposes to file on its behalf and/or on behalf of any of its security holders a registration statement relating to an offering for its own account or the account of others Registration Statement under the Securities Act of on any of its equity securities, form (other than a Registration Statement on Form S-4 or Form S-8 (each as promulgated or any successor form for securities to be offered on a transaction of the type referred to in Rule 145 under the Securities ActAct or to employees of the Company pursuant to any employee benefit plan, respectively) or its then equivalents relating to equity for the general registration of securities to be issued solely sold for cash with respect to its Common Stock, it will give written notice to all Holders of Stock at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in connection with any acquisition such filing the aggregate number of shares of Stock, as such Holders may request. Each Holder of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), such Stock desiring to have Stock registered under this Section 2.1 shall advise the Company shall send to the Holder written notice of such determination and, if in writing within 30 10 days after the date of receipt of such noticenotice from the Company, Holder setting forth the amount of such Stock for which registration is requested. The Company shall thereupon include in such filing the number of shares of Stock for which registration is so request in writing (which request requested, subject to the next sentence, and shall specify the Shares and Warrant Shares intended use its best efforts to be disposed of by the Holder), the Company will cause the effect registration under the Securities Act of all Shares and Warrant Shares which such shares. If the managing underwriter of a proposed public offering shall advise the Company has been so in writing that, in its opinion, the distribution of the Stock requested to register be included in the registration concurrently with the securities being registered by the Holder, to the extent requisite to permit the disposition Company or any other holder of Common Stock of the Shares and Warrant Shares so Company desiring to be registeredincluded in the registration (a "DEMANDING HOLDER") would materially and adversely affect the distribution of such securities by the Company or such other holder, provided that if at any time after giving written notice then the number of its intention to register any securities and prior to the effective date shares of Common Stock of the Company determined by such underwriting to be the maximum number of shares of Common Stock capable of being included in such registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, be allocated as follows: (i) if the offering was initiated by the Company as a primary offering, first to the Company and second to the Holders of the Stock and to any Demanding Holder in proportion to the case respective numbers of a determination not shares sought to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, included by them therein; and (ii) if the offering was initiated by a Demanding Holder as a secondary offering, first to such Demanding Holder and to the Holders of the Stock in proportion to the case numbers of a determination shares sought to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include included by them in such registration statement and second to the Company. Except as otherwise provided in Section 2.3, all or any part expenses of such Shares and Warrant Shares such Holder requests to registration shall be registered; provided, however, that borne by the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contraryCompany.

Registration Rights. (a) If at any time the Company The Shares issuable hereunder initially shall determine to prepare and file with the Securities and Exchange Commission (the "Commission") a be exempt from registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act. Following the Date of Grant, and in any case within ninety (90) days thereof, Company shall promptly prepare, file and use its reasonable efforts to cause to become effective as soon as practicable thereafter, a registration statement on Form S-1 or its then equivalents relating such other form as may be appropriate to equity securities be filed with the SEC by Company under the Act (together with any amendments or supplements thereto, whether prior to or after the effective date thereof, the “Registration Statement”) covering the public resale in the United States of the Shares to be issued solely pursuant to this Warrant, and Company shall use its reasonable efforts to keep the Registration Statement continuously effective during the Term. Any such registration shall be subject to the customary terms and conditions used in connection with resale prospectuses. Company’s obligations under this Section are contingent upon Holder providing promptly all information concerning such Holder and its proposed plan of distribution as Company may reasonably request in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the foregoing. Company shall send may by written notice to the Holder written notice immediately suspend the use of such determination andany resale prospectus for a period not to exceed sixty consecutive days in any one instance and for a period not to exceed one hundred twenty calendar days in any twelve-month period (each, if within 30 days after receipt of such notice, Holder shall a “Suspension Period”) at any time that (i) Company becomes engaged in a business activity or negotiation or any other event has occurred or is anticipated which is not disclosed in that prospectus which Company reasonably believes should be disclosed therein under applicable law and which Company desires to keep confidential for business purposes or (ii) Company determines that a particular disclosure so request in writing (which request shall specify the Shares and Warrant Shares intended determined to be disposed of by the Holder), the required to be disclosed therein be premature or would adversely affect Company or its business or prospects. Company will cause use its commercially reasonable efforts to ensure that the use of the Registration Statement may be resumed as soon as practicable. Company shall bear all costs and expenses associated with the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares as specified in this Section and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities the preparation and prior to the effective date filing of the Registration Statement, including, without limitation, all printing expenses, legal fees and disbursement of Company’s outside counsel, commissions, NASDAQ and blue sky registration statement filed in connection with such registrationfiling fees and transfer agents’ and registrars’ fees, the Company shall determine for any reason but not including underwriting commissions or similar charges and legal fees and disbursements of counsel to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securitiesHolder. The Company shall include keep the Registration Statement effective until the earlier of (a) all Shares have been disposed of in accordance with such registration statement effective Registration Statement, (b) all Shares have been previously sold in accordance with Rule 144, or any part of such (c) all Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144(k) 144 (assuming that this Warrant is exercised via the “net issuance” right provided for in Section 10.2 hereof), as reasonably determined by the Company, upon the advice of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement counsel to the contraryCompany.

Registration Rights. (a) If at any time the The Company shall determine to agrees that it will prepare and file with the Securities and Exchange Commission (the "CommissionSEC") ), on or before February 15, 2004, a registration statement relating pursuant to an offering for its own account or the account of others Form S-3, under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), at the sole expense of the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request (except as provided in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the HolderSection 3(c) hereof), in respect of the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been Investor's Registrable Securities, so requested to register by the Holder, to the extent requisite as to permit the disposition a public offering and sale of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of Registrable Securities under the Securities Act. The Company acknowledges and shall use its best efforts to cause the Registration Statement to become effective within forty five (45) calendar days from the filing date. The number of shares of Common Stock designated in the Registration Statement to be registered shall be (i) 200% of the number of Underlying Shares that would be required if all of the shares of the Debenture were converted on the Trading Day immediately preceding the filing of the Registration Statement, plus (ii) 100% of the Warrant Shares. In the event the number of shares of Common Stock included in the Registration Statement shall be insufficient to cover the number of Registrable Securities, the Company agrees that if it shall file either an amendment or a new registration statementstatement covering the Registrable Securities as is then outstanding, pursuant to the Shares time requirements as set forth in this Agreement to apply from such date the Registration Statement no longer covers an adequate number of Registrable Securities due to the Investor via conversion of the Debenture and/or exercise of the Warrant. The Company agrees that in each such event it will file with the SEC either an amendment to the Registration Statement or a new registration statement within thirty (30) days of when required hereunder, and Warrant Shares must be included thereon and use its best efforts to cause either the amendment or such registration statement to become effective within forty five (45) calendar days from filing. If such amendment or new registration statement is not filed and/or declared effective in a timely manner as set forth herein, the Company shall not enter into and contract or agreement be subject to liquidated damages as pursuant to the contraryprovisions of Section 3(d) below.

Registration Rights. a. XXXX agrees that, as soon as practicable (abut in any case no later than thirty (30) If at any time calendar days after the Company consummation of the Transaction (the “Filing Date”)), it shall determine to prepare and file with the Securities SEC (at its sole cost and Exchange Commission (the "Commission"expense) a registration statement relating registering the resale of the Registrable Securities (as defined below) (the “Registration Statement”), and it shall use its commercially reasonable efforts to an offering have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) sixty (60) calendar days after the filing thereof (or ninety (90) calendar days after the filing thereof if the SEC notifies SVAC that it will “review” the Registration Statement) and (ii) seven (7) business days after SVAC is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, that if the Effectiveness Date falls on a Saturday, Sunday or other day that the SEC is closed for its own account business, the Effectiveness Date shall be extended to the next business day on which the SEC is open for business. Notwithstanding the foregoing, if the SEC prevents SVAC from including any or all of the account Registrable Securities proposed to be registered under the Registration Statement due to limitations on the use of others Rule 415 under the Securities Act for the resale of any Registrable Securities by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of its equity securitiesRegistrable Securities which is equal to the maximum number of Registrable Securities as is permitted to be registered by the SEC. In such event, other than on Form S-4 or Form S-8 (the number of Registrable Securities to be registered for each Investor named in the Registration Statement shall be reduced pro rata among all such Investors and as promulgated promptly as practicable after being permitted to register additional Registrable Securities under Rule 415 under the Securities Act) , SVAC shall amend the Registration Statement or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (file a "new Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested Statement to register by the Holder, such additional Registrable Securities and cause such amendment or Registration Statement to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the become effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securitiespromptly as practicable. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrary.“

Registration Rights. (a) If at any time The Company agrees that, within thirty (30) calendar days after the Company shall determine Initial Offering Closing, it will cause PubCo to prepare and file with the Securities SEC (at PubCo’s sole cost and Exchange Commission (the "Commission"expense) a registration statement relating to an offering for its own account or (the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "“Registration Statement"”) registering the resale of the Registrable Securities (as defined below), and the Company shall send use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof. The Company agrees that it will use its commercially reasonable efforts to cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective until the earlier of (i) two years from the issuance of the Initial Offering Shares, (ii) the date on which Subscriber ceases to hold the Registrable Securities covered by such Registration Statement, or (iii) on the first date on which Subscriber can sell all of its Registrable Securities under Rule 144 without limitation as to the Holder written notice manner of sale or the amount of such equity interests that may be sold. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of the Registrable Securities to the Company upon request to assist the Company in making the determination and, if within 30 days after receipt of such notice, Holder shall so request described above. The Company’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing in writing (which request shall specify to the Shares and Warrant Shares intended to be disposed of by the Holder)Company such information regarding Subscriber, the Company will cause Registrable Securities held by Subscriber and the registration under the Securities Act intended method of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so Registrable Securities as shall be reasonably requested by the Company to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to effect the effective date registration of the registration statement filed Registrable Securities, and shall execute such documents in connection with such registration, registration as the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case may reasonably request that are customary of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares selling stockholder in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securitiessimilar situations. The Company will provide a draft of the Registration Statement to Subscriber for review reasonably in advance of filing the Registration Statement. In no event shall include Subscriber be identified as a statutory underwriter in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registeredthe Registration Statement unless requested by the SEC; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file the SEC requests that Subscriber be identified as a registration statementstatutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrary.Registration Statement. “

Registration Rights. (a) If at any time the Company shall determine to prepare and file with the Securities and Exchange Commission Parent may, by written notice (the "CommissionRegistration ------------------- Notice") a registration statement relating request the Company to an offering for its own account or the account of others register under the Securities Act all or any part of the capital stock of the Company acquired under this Agreement and beneficially owned by Parent (the "Registrable Securities"). The Company (and/or any Person designated by the Company) shall thereupon have the option exercisable by written notice delivered to Parent within 10 business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price equal to the product of (i) the number of Registrable Securities and (ii) the fair market value of such shares. Any such purchase of Registrable Securities by the Company hereunder shall take place at a closing to be held at the principal executive offices of the Company or its equity securities, other than on Form S-4 or Form S-8 (each as promulgated counsel at any reasonable date and time designated by the Company and/or such designee in such notice within 20 business days after delivery of such notice. Any payment of the shares to be purchased shall be made by delivery at the time of such closing of the purchase price for the Registrable Securities in immediately available funds. For purposes of his Agreement the term Registrable Securities shall not include shares of capital stock acquired under this Agreement that may be sold pursuant to Rule 144(k) of the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), . If the Company does not elect to exercise its option pursuant to this Section 7 with respect to all Registrable Securities, it shall send use its best efforts to the Holder written notice of such determination andeffect, if within 30 days after receipt of such noticeas promptly as practicable, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares the unpurchased Registrable Securities; provided, however, -------- -------- that (i) Parent shall be entitled to no more than an aggregate of two effective registration statements hereunder and Warrant Shares which (ii) the Company has been so requested will not be required to register by file any such registration statement during any period of time (not to exceed 40 days after such request in the Holdercase of clause (A) below or 90 days in the case of clauses (B) and (C) below) when (A) the Company is in possession of material non-public information which it reasonably believes would be detrimental to be disclosed at such time and, in the written opinion of counsel to such Company, such information would have to be disclosed if a registration statement were filed at that time; (B) such Company is required under the extent requisite Securities Act to permit include audited financial statements for any period in such registration statement and such financial statements are not yet available for inclusion in such registration statement; or (C) such Company determines, in its reasonable judgment, that such registration would interfere with any financing, acquisition or other material transaction involving the disposition Company or any of its affiliates. If consummation of the Shares sale of any Registrable Securities pursuant to a registration hereunder does not occur within 90 days after the filing with the Securities and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date Exchange Commission of the registration statement filed in connection with such becomes effective, the provisions of this Section 7 shall again be applicable to any proposed registration, the provided, however, that neither party shall be entitled -------- --------- to request more than two registrations pursuant to this Section 7. The Company shall determine for use its reasonable best efforts to cause any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being Registrable Securities registered pursuant to this Section 7 to be qualified for sale under the same period securities or Blue Sky laws of such jurisdictions as the delay Parent may reasonably request and shall continue such registration or qualification in registering such other securities. The Company shall include effect in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registeredjurisdiction; provided, however, that the Company shall not be required to register -------- -------- qualify to do business in, or consent to general service of process in, any Shares and Warrant Shares pursuant to jurisdiction by reason of this provision. The registration rights set forth in this Section 7 are subject to the condition that are eligible Parent shall provide the Company with such information with respect to such holder's Registrable Securities, the plans for sale pursuant the distribution thereof, and such other information with respect to Rule 144(k) such holder, as, in the reasonable judgment of counsel for the Securities Act. The Company, is necessary to enable the Company acknowledges and agrees that if it shall file to include in such registration statement all material facts required to be disclosed with respect to a registration statementthereunder. A registration effected under this Section 7 shall be effected at the Company's expense, except for underwriting discounts and commissions and the Shares fees and Warrant Shares must be included thereon expenses of counsel to Parent, and the Company shall not provide to any underwriter such documentation (including certificates, opinions of counsel and "comfort" letters from auditors) as are customary in connection with underwritten public offerings as such underwriters may reasonably require. In connection with any such registration, the parties agree (i) to indemnify each other and any underwriters in the customary manner and (ii) to enter into an underwriting agreement in form and contract or agreement substance customary to the contrarytransactions of this type with any underwriters participating in such offering.

Registration Rights. (a) If at any time the The Company shall determine to prepare and submit or file with the Securities and Exchange Commission (at the "Commission"Company’s sole cost and expense) a registration statement relating registering the resale of the Subscribed Shares (the “Registration Statement”) no later than thirty (30) calendar days after the Closing (such deadline the “Filing Deadline”), and the Company shall use its commercially reasonable efforts to an offering have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the earlier of (A) the filing of the Registration Statement and (B) the Filing Deadline, and (ii) the 10th 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 (such deadline the “Effectiveness Deadline”), provided, that if the Filing Deadline or Effectiveness Deadline falls on Saturday, Sunday or other day that the Commission is closed for its own account business, the Filing Deadline or Effectiveness Deadline, as the account case may be, shall be extended to the next business day on which the Commission is open for business, however, that the Company’s obligations to include Subscriber’s Subscribed Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of others under the Securities Act Company held by Subscriber and the intended method of any disposition of its equity securitiesthe Subscribed Shares (which shall be limited to non-underwritten public offerings) as shall be reasonably requested by the Company to effect the registration of the Subscribed Shares, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely and shall execute such documents in connection with any acquisition such registration as the Company may reasonably request that are customary of any entity a selling stockholder in similar situations. Any failure by the Company to file the Registration Statement by the Filing Deadline or to cause the effectiveness of such Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or cause the effectiveness of the Registration Statement as set forth above in this Section 5. At the Subscriber’s request, the Company will use its commercially reasonable efforts to provide a draft of the Registration Statement to Subscriber for review (but not comment) at least two (2) business days in advance of filing the Registration Statement, provided, that, for the avoidance of doubt, in no event shall the Company be required to delay or equity securities issuable postpone the filing of such Registration Statement as a result of or in connection with stock option or other employee benefit plans (a "Registration Statement")Subscriber’s review. With respect to the information to be provided by the Subscriber pursuant to the foregoing, the Company shall send to the Holder written notice of request such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing information at least three (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and 3) Business Days prior to the effective anticipated initial filing date of the registration statement filed Registration Statement. In no event shall the Subscriber be identified as a statutory underwriter in connection with such registrationthe Registration Statement unless requested by the Commission; provided, that if the Commission requests that the Subscriber be identified as a statutory underwriter in the Registration Statement, the Company Subscriber will have an opportunity to withdraw from the Registration Statement, it being understood that such withdrawal shall determine for any reason not to register or to delay registration of such securities, relieve the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register for resale the Subscribed Shares at a later date. The Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, the Company will use its commercially reasonable efforts to, at its expense, cause such Registration Statement to remain effective with respect to Subscriber, keep any Shares and Warrant Shares in connection qualification, exemption or compliance under state securities laws which the Company determines to obtain continuously effective with such registrationrespect to Subscriber, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of (i) two years from the issuance of the Subscribed Shares, (ii) the date on which all of the Subscribed Shares shall have been sold, or (iii) the first date on which the undersigned can sell all of its Subscribed Shares (or shares received in exchange therefor) under Rule 144 without limitation as to the manner of sale, the amount of such securities that may be sold and without the requirement for the Company to be in compliance with the current public information required under Rule 144; provided, that the Company shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the case Registration Statement of material non-public information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to delay registeringcause the Registration Statement to fail to comply with applicable disclosure requirements (such circumstance, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registereda “Suspension Event”); provided, however, that the Company may not delay or suspend the Registration Statement on more than two (2) occasions or for more than sixty (60) consecutive calendar days, or more than one hundred twenty (120) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the Company (which notice shall not contain any material non-public information regarding the Company) (A) of the occurrence of any Suspension Event during the period that the Registration Statement is effective or (B) that, as a result of a Suspension Event, the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Subscribed Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any confidential information included in such written notice delivered by the Company, provided that Subscriber may disclose such confidential information to its professional advisors who are subject to confidentiality obligations to the extent necessary to obtain their services in connection with monitoring its investment in the Company or unless otherwise required by law or subpoena. If so directed by the Company, Subscriber will deliver to the Company or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Subscribed Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Subscribed Shares shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up. Subscriber shall not in connection with the foregoing be required to register execute any Shares and Warrant Shares pursuant lock-up or similar agreement or otherwise be subject to this Section 7 that are eligible for sale pursuant any contractual restriction on the ability to transfer the Subscribed Shares. Notwithstanding the foregoing, 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 144(k) 415 of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statementAct for the resale of the Subscribed Shares by Subscriber, any other Class A Shares by any Other Subscribers or Class A Shares by any other selling stockholder named in the Registration Statement, the Company will promptly notify Subscriber of such event, and such Registration Statement shall register for resale such number of Class A Shares which is equal to the maximum number of Subscribed Shares as is permitted by the Commission. In such event, the number of Class A Shares to be registered for Subscriber, such Other Subscriber or other selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and Warrant as promptly as practicable after being permitted to register additional Subscribed Shares must be included thereon and under Rule 415 under the Securities Act, the Company shall use commercially reasonable efforts to amend the Registration Statement or file with the Commission, as promptly as allowed by the Commission, one or more registration statements to register the resale of those Registrable Securities (as defined below) that were not enter into registered on the initial Registration Statement, as so amended and contract to cause such amendment or agreement Registration Statement to the contrarybecome effective as promptly as practicable.

Registration Rights. (a) If at any time The Company agrees that, within forty-five (45) calendar days after the Company shall determine to prepare and file with the Securities and Exchange Commission Transaction Closing (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder“Filing Date”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Shares (the initial registration statement and any other registration statement that may be filed by the Company under this Section 6, the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof but no later than the earlier of (i) the 90th calendar day (or 120th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Transaction Closing and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”). The Company agrees that the Company will cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective until the registration earlier of (i) three (3) years from the date of effectiveness of the initial Registration Statement, (ii) the date on which the Subscriber ceases to hold the Shares covered by such Registration Statement, or (iii) on the first date on which the Subscriber can sell all of its Shares under Rule 144 of the Securities Act without restriction, including without limitation, any volume and manner of all Shares sale restrictions which may be applicable to affiliates under Rule 144 and Warrant Shares which without the requirement for the Company has been so requested to register be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable). The Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of the Shares to the Company upon request to assist the Company in making the determination described above. The Company’s obligations to include the Shares in the Registration Statement are contingent upon the Subscriber furnishing in writing to the Company such information regarding the Subscriber, the securities of the Company held by the Holder, to Subscriber and the extent requisite to permit the intended method of disposition of the Shares and Warrant Shares so as shall be reasonably requested by the Company to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to effect the effective date registration of the registration statement filed Shares, and shall execute such documents in connection with such registrationregistration as the Company may reasonably request that are customary of a selling stockholder in similar situations, provided that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. With respect to the information to be provided by Subscriber pursuant to this Section 6 or otherwise in connection with the Registration Statement, the Company shall determine for any reason not request such information from Subscriber at least ten (10) business days prior to register or to delay registration the anticipated filing date of such securities, the Registration Statement. Any failure by the Company may, at its election, give written notice of such determination to file the Holder and, thereupon, (i) in Registration Statement by the case of a determination Filing Date or for the Registration Statement to be declared effective by the Effectiveness Date shall not to register, shall be relieved otherwise relieve the Company of its obligation obligations to register any Shares and Warrant Shares file or effect the Registration Statement as set forth in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities6. The Company shall include in such registration statement all or any part For purposes of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement6, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrary.“

Registration Rights. (a) If at any time 6.1 On or before the Company shall determine to prepare and file with date that is 30 days after the Securities and Exchange Commission Closing Date (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"“Filing Date”), the Company shall send file a registration statement covering the resale of the Registrable Securities with the SEC for an offering to be made on a continuous basis pursuant to Rule 415, or if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders of a majority of the Registrable Securities may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form) and the Company shall effect the registration, qualifications or compliances (including, without limitation, the execution of any required undertaking to file post-effective amendments, appropriate qualifications or exemptions under applicable blue sky or other state securities laws and appropriate compliance with applicable securities laws, requirements or regulations) as promptly as possible after the filing thereof, but in any event prior to the Holder written notice date which is 90 days in the event of such determination andno review by the SEC, if within 30 or 110 days in the event of a review by the SEC, after receipt of such noticethe Closing Date. Notwithstanding anything else herein to the contrary, Holder shall so request in writing (which request shall specify the Company’s obligation to register the Shares and the Warrant Shares intended to be disposed of by shall continue at least until a Registration Statement or Registration Statements covering the Holder), the Company will cause the registration under the Securities Act resale of all Shares and Warrant shares held by Holders are or have become effective and shall not be canceled prior to that time by the fact that any Shares which or Warrant Shares become eligible for sale under Rule 144. In the event the SEC informs the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition that all of the Shares and Warrant Shares so to be registeredRegistrable Securities cannot, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement filed in connection with such registrationstatement, the Company shall determine for any reason not agrees to promptly (a) inform each of the Holders thereof, (b) use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the SEC and/or (c) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or, if the Company is ineligible to register or to delay registration of for resale the Registrable Securities on Form S-3, such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation other form available to register any Shares and Warrant Shares in connection with such registration, and (ii) in for resale the case of Registrable Securities as a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registeredsecondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall not be required obligated to use its reasonable best efforts to advocate with the SEC for the registration of all of the Registrable Securities. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (b) or (c) above, the Company will use its best efforts to file with the SEC, as promptly as allowed by the SEC, one or more registration statements on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). Notwithstanding any Shares other provision of this Agreement, if the SEC limits the number of Registrable Securities permitted to be registered on a particular Registration Statement (and Warrant Shares pursuant notwithstanding that the Company used diligent efforts to this Section 7 that are eligible advocate with the SEC for sale pursuant the registration of all or a greater number of Registrable Securities), any required cutback of Registrable Securities shall be applied to Rule 144(k) the Purchasers pro rata in accordance with the number of such Registrable Securities sought to be included in such Registration Statement by reference to the amount of Registrable Securities Act. The Company acknowledges set forth opposite such Purchaser’s name on Exhibit A (and agrees that if it shall file in the case of a registration statementsubsequent transfer, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement initial Purchaser’s transferee) relative to the contraryaggregate amount of all Registrable Securities.

Registration Rights. (a) If at any time In accordance with the terms of the Registration Rights Agreement, the Company shall determine has agreed to prepare and file use its best efforts, at its cost, to cause to become effective no later than one year after the Closing Date, the Shelf Registration Statement with respect to the Securities and Exchange Commission resale of the Conversion Shares. The Company is required to use its best efforts, at its cost, to maintain the effectiveness of such Shelf Registration Statement until the earlier of (i) the "Commission"expiration of the time period referred to in Rule 144(k) a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, with respect to all beneficial holders other than on Form S-4 affiliates of the Company of Conversion Shares and (ii) such time as all the Conversion Shares covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement or Form S-8 (each as promulgated are otherwise freely tradeable without registration under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with . During any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder)consecutive 365-day period, the Company will cause have the registration under ability to suspend availability of such Shelf Registration Statement for up to 45 consecutive days (except for the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and consecutive 45-day period immediately prior to the effective date maturity of the registration statement filed Securities), but no more than an aggregate of 60 days during any 365-day period, if the Company's Board of Directors determines in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of good faith that there is a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 valid purpose for the same period as the delay in registering such other securitiessuspension. The Company shall include in If such registration statement all is not declared effective on or prior to the date that is one year after the Closing Date, the denominator of the Conversion Ratio will be decreased by $.15 (subject to adjustment as described in the Indenture). The Registration Rights Agreement contains provisions providing for indemnity and contribution with respect to such Shelf Registration Statement to the persons who are issued, or the persons (other than the Company) that sell, Conversion Shares under any part such registration statement. Holders of such Shares and Warrant Shares such Holder requests the Securities will be able to be registered; provided, however, that convert their Securities only if the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) conversion of the Securities is exempt from the registration requirements of the Securities Act. The Company acknowledges , and agrees that if it shall file a registration statement, such securities are qualified for sale or exempt from qualification under the Shares and Warrant Shares must be included thereon and applicable securities laws of the Company shall not enter into and contract states or agreement to other jurisdictions in which the contraryvarious holders of the Securities reside.

Registration Rights. (a) If at any time No later than 270 days following the Company shall determine to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement")Closing, the Company shall send file with the SEC, a registration statement (the “Resale Registration Statement”) covering the resale to the Holder written notice public by the Investors of such determination andthe Securities purchased in this Offering (the “Registrable Securities”). Notwithstanding the foregoing, if within 30 days after receipt the SEC informs the Company that any of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended Registrable Securities to be disposed of covered by the HolderResale Registration Statement cannot, as a result of the application of Rule 415 of the Securities Act, be registered for resale as a secondary offering on a single registration statement, the number of Registrable Securities to be covered by the Resale Registration Statement shall be reduced by such number of shares (if any) as may be required by the SEC (the “Reduction Securities”), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registrationevent, the Company shall determine file a subsequent registration statement, as described above, as soon as practicable thereafter covering the Reduction Securities (the “Reduction Securities Registration Statement”). The Company shall use its best commercially reasonable efforts to cause the Resale Registration Statement and the Reduction Securities Registration Statement, if any, to be declared effective by the SEC as soon as practicable after their respective initial filing dates and shall cause the Resale Registration Statement and the Reduction Securities Registration Statement, if any, to remain effective for at least twelve (12) months. All fees, costs and expenses of and incidental to any reason such registration, including, without limitation, all registration, filing, and FINRA fees, printing expenses, fees and disbursements of counsel and accountants for the Company shall be paid by the Company. Fees and disbursements of counsel and accountants for the holders of Registrable Securities and any other expenses incurred by such holders not expressly included above shall be borne by such holders. If Registrable Securities held by or issuable to register any holder of Registrable Securities are included in a registration pursuant to the provisions of this Section, each such holder of Registrable Securities will, severally and not jointly, indemnify and hold harmless the Company, its directors and officers, any controlling person and any underwriter from and against, and will reimburse the Company, its directors and officers, any controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expense to delay which parent or any controlling person and/or any underwriter may become subject under the Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein 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 each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by or on behalf of such securitiesholder specifically for use in the preparation thereof. The Company will indemnify and hold harmless each holder of Registrable Securities and such holder’s directors and officers, managers and members, any controlling person and any underwriter (collectively, “Holder Indemnitees”) from and against, and will reimburse such Holder Indemnitees with respect to, any and all loss, damage, liability, cost or expense to which any such Holder Indemnitee may become subject under the Company mayAct or otherwise, at its electioninsofar as such losses, give written notice of such determination to the Holder anddamages, thereuponliabilities, costs or expenses are caused by (i) any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the case omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of a determination the circumstances in which they were made, not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registrationmisleading, and (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to any action or inaction required of the Company in the case of a determination to delay registering, shall be permitted to delay registering connection with any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registeredregistration; provided, however, provided that the Company shall will not be required to register any Shares and Warrant Shares pursuant to liable under this Section 7 in any such case to the extent, but only to the extent, that are eligible any such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by or on behalf of such holder specifically for sale pursuant to Rule 144(k) use in the preparation of the Securities Act. The Company acknowledges and agrees that if it shall file a such registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrary.

Registration Rights. The Company shall, as soon as reasonably practicable, but in any event within 30 days after the date of this Agreement, (a) If at enter into the registration rights side letter with the Atlas Group in the form attached hereto as Exhibit E (the “Registration Rights Side Letter”) and (b) file with the SEC a registration statement on Form S-3 (and if the Company is a well-known seasoned issuer as of the filing date, a Form S-3ASR, or if Form S-3 or Form S-3ASR is not then available to the Company, on such form of registration statement as is then available to effect a registration for sale of the Registrable Securities) (the “Shelf Registration Statement”) covering the public resale of the shares of Common Stock set forth on the Schedule 13D filed by the Atlas Group and certain affiliated entities on April 25, 2022 (the “Registrable Securities”) on a delayed or continuous basis and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than the tenth day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to a Plan of Distribution that is mutually-agreeable between the Company and the Atlas Group; however, such Plan of Distribution shall not include any time transactions through one or more underwriters on a firm commitment or best-efforts basis, including through overnight underwritten offerings or underwritten bought deals requiring active involvement of the Company. As soon as reasonably practicable following the effective date of a Shelf Registration Statement filed pursuant to this Section 6, but in any event within two Business Days of such date, the Company shall determine to notify the Atlas Group of the effectiveness of any such Shelf Registration Statement. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep the Shelf Registration Statement continuously effective, available for use to permit the Atlas Group to sell its Registrable Securities included therein and Exchange Commission (in compliance with the "Commission") a registration statement relating to an offering for its own account or provisions of the account of others under the U.S. Securities Act of any of its equity securities1933, other than on Form S-4 or Form S-8 as amended (each as promulgated under the “Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"”), until the Company shall send to later of (i) the Holder written notice date that is nine months following the expiration of the Cooperation Period (provided that in such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder)case, the Company will cause transfer restrictions with respect to Prohibited Transferees pursuant to Section 1(d)(iv) shall continue to apply for such nine-month period) and (ii) the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition third anniversary of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the original effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registeredShelf Registration Statement; provided, however, that the Company shall use commercially reasonable efforts to take such actions as may be necessary to remove any restrictive legend from the Registrable Securities as may be reasonably requested by the Atlas Group and upon delivery by the Atlas Group of a customary legal opinion, in a form reasonably acceptable to the Company, to the Company and its transfer agent. The Atlas Group agrees not be required to register to, without the Company’s prior written approval, effect, directly or indirectly, sales of Registrable Securities under the Shelf Registration Statement if the sale of such shares in any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to three-month period would exceed the greater of (A) the volume limitations under Rule 144(k) of 144 promulgated under the Securities Act, and (B) 5% of the outstanding shares of Common Stock, in each case, which shall be deemed to apply to the Registrable Securities until such time as there are no longer any Registrable Securities. The Company acknowledges and agrees that if it shall file a registration statementIn addition, the Shares and Warrant Shares must be included thereon and Atlas Group agrees to request that the loan or collateral agreements relating to any margin loan include a right of the Company shall not enter into and contract or agreement to purchase the contraryRegistrable Securities in connection with the applicable lender’s exercise of remedies in respect of such Registrable Securities.

Registration Rights. (a) If at any time Subject to the terms and limitations hereof, the Company shall determine to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account on Form SB-2 or the account of others other appropriate registration document under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), ) for resale of the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares Common Stock and Warrant Shares intended underlying the Warrants (the "Registrable Securities") and shall use its reasonable best efforts to be disposed of by maintain the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been Registration Statement effective so requested to register by the Holder, to the extent requisite to permit the disposition long as any of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to Warrants are outstanding (the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities"Effectiveness Period"). The Company shall include in file such registration statement all or any part Registration Statement no later than sixty (60) days after the completion of such Shares and Warrant Shares such Holder requests to be registeredthe Offering (the "Closing Date"); provided, however, that the Company shall will not be required obligated to register any Shares more than 33% of its issued and outstanding shares of Common Stock on such registration statement. If the number of shares of Common Stock and the Warrant Shares pursuant exceeds such 33% limitation, the Company will cut back the number of shares being registered in order for it to this Section 7 adhere to such 33% limitation, and such cut back will be applied to the holders of the Units on a pro rata basis. The Company shall also use its best efforts to ensure that are eligible such Registration Statement is declared effective within one hundred and eighty (180) calendar days from the Closing Date. If the event the Registration Statement is not declared effective within one hundred and eighty (180) calendar days from the Closing Date (the "Effective Date"), the Subscriber will be entitled to receive from the Company, without additional consideration, additional shares of Common Stock equal to two percent (2%) of the shares of Common Stock sold in the Offering for sale each 30-day period (or portion thereof) after which the Effective Date has passed and the Registration Statement remains without effectiveness. No "penalty shares" shall accrue or be issuable if at such time the Registrable Securities may be resold pursuant to Rule 144(k) of 144 under the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrary.

Registration Rights. a. The Company agrees that, prior to the date that is 30 calendar days after the consummation of the Transaction (a) If at any time the “Filing Date”), the Company shall determine to prepare and (or its successor) will file with the Securities SEC (at the Company’s sole cost and Exchange Commission (the "Commission"expense) a registration statement relating to an offering for its own account or registering the account resale of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 Shares (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "“Registration Statement"”), and the Company shall send use its commercially reasonable efforts to have the Holder written notice Registration Statement declared effective as soon as practicable after the filing thereof, but not later than the earlier of such determination and, (i) 90 calendar days (or 120 calendar days if within 30 the SEC notifies the Company that it will “review” the Registration Statement) following the Closing and (ii) five (5) business days after receipt of such noticethe date the Company is notified (orally or in writing, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of whichever is earlier) by the HolderSEC that the Registration Statement will not be “reviewed” or will not be subject to further comments from the SEC (the “Effectiveness Date”), . The Company agrees that the Company will cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective until the registration earlier of (i) two years from the issuance of the Shares, or (ii) on the first date on which the undersigned can sell all of its Shares (or shares received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of all sale or the amount of such securities that may be sold (the “Registration Period”). The undersigned agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of Shares and Warrant Shares which to the Company has been so requested (or its successor) upon request to register assist the Company in making the determination described above. The Company’s obligations to include the Shares in the Registration Statement are contingent upon the undersigned furnishing in writing to the Company such information regarding the undersigned, the securities of the Company held by the Holder, to undersigned and the extent requisite to permit the intended method of disposition of the Shares and Warrant Shares so as shall be reasonably requested by the Company to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to effect the effective date registration of the registration statement filed Shares, and shall execute such documents in connection with such registration, registration as the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case may reasonably request that are customary of a determination selling stockholder in similar situations, provided that the undersigned shall not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not foregoing be required to register execute any Shares and Warrant Shares pursuant lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. Any failure by the Company to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement as set forth in this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrary6.

Registration Rights. (a) If Parent shall, if requested by the Company at any time and from time to time within two years after the Company shall determine to date of first exercise of the Option, as expeditiously as possible prepare and file up to two registration statements under the Securities Act if such registration is necessary in order to permit the sale or other disposition of any or all securities that have been acquired by exercise by the Company of the Option, in accordance with the intended method of sale or other disposition stated by the Company, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision; and Exchange Commission (Parent shall use reasonable best efforts to qualify such securities under any applicable state securities laws. The Company agrees to use reasonable best efforts to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis. Parent shall use reasonable best 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 such period not in excess of 90 calendar days from the "Commission") day such registration statement first becomes effective as may be reasonably necessary to effect such sale or other disposition. The obligations of the Parent to file a registration statement relating and to an offering maintain its effectiveness may be suspended for one or more periods of time not exceeding 90 calendar days in the aggregate with respect to any registration statement if the Board of Directors of Parent shall have determined that the filing of such registration statement or the maintenance of its effectiveness would require disclosure of nonpublic information that would materially and adversely affect Parent or would interfere with a planned merger, sale of material assets, recapitalization or other significant corporate action (other than the issuance of equity securities). Any registration statement prepared and filed under this Section, and any sale covered thereby, shall be at Parent's expense except for underwriting discounts or commissions and brokers' fees, which shall be borne solely by the Company. The Company shall provide in writing all information reasonably requested by Parent for inclusion in any registration statement to be filed hereunder. If, during the time periods referred to in the first sentence of this Section, Parent effects a registration under the Securities Act of Parent's equity securities for its own account or the account of others under the Securities Act of for any other of its equity securities, stockholders (other than on Form S-4 or Form S-8 (each as promulgated under S-8, or any successor form), it shall allow the Securities Act) or its then equivalents relating Company the right to equity participate in such registration; provided that, if the managing underwriters of such offering advise Parent that in their opinion the number of securities requested to be issued solely included in such registration exceeds the number which can be sold in such offering on a commercially reasonable basis, priority shall be given to the securities intended to be included therein by Parent for its own account and, thereafter, Parent shall include the securities requested to be included therein by the Company pro rata with the securities intended to be included therein by other stockholders of Parent. In connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement")registration pursuant to this Section, Parent and the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares provide each other and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition any underwriter of the Shares offering with customary representations, warranties, covenants, indemnification, and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed contribution in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrary.

Registration Rights. (a) If at any time To the extent the Shares are not included in the registration statement to be filed with the SEC in connection with the Transaction, the Company shall determine to prepare and agrees that, within thirty (30) calendar days after the Transaction Closing, the Company will file with the Securities SEC (at the Company’s sole cost and Exchange Commission (the "Commission"expense) a registration statement relating to an offering for its own account or registering the account resale of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 Shares (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "“Registration Statement"”), and the Company shall send use its commercially reasonable efforts to have the Holder written notice of such determination and, if within 30 days Registration Statement declared effective as soon as practicable after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), filing thereof. The Company agrees that the Company will cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective until the registration earlier of (i) two years from the issuance of the Shares, (ii) the date on which the Subscriber ceases to hold the Shares covered by such Registration Statement, or (iii) on the first date on which the Subscriber can sell all of its Shares (or shares received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of all sale or the amount of such securities that may be sold. The Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Shares and Warrant Shares which to the Company has been so requested (or its successor) upon request to register assist the Company in making the determination described above. The Company’s obligations to include the Shares in the Registration Statement are contingent upon the Subscriber furnishing in writing to the Company such information regarding the Subscriber, the securities of the Company held by the Holder, to Subscriber and the extent requisite to permit the intended method of disposition of the Shares and Warrant Shares so as shall be reasonably requested by the Company to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to effect the effective date registration of the registration statement filed Shares, and shall execute such documents in connection with such registrationregistration as the Company may reasonably request that are customary of a selling stockholder in similar situations. The Company may delay filing or suspend the use of any such registration statement if it determines that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company (each such circumstance, a “Suspension Event”); provided, that the Company shall determine use commercially reasonable efforts to make such registration statement available for any reason not to register or to delay registration the sale by the Subscriber of such securities, securities as soon as practicable thereafter. Upon receipt of any written notice from the Company mayof the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, at its election, give written notice in light of such determination to the Holder and, thereupon, circumstances under which they were made (i) in the case of the prospectus) not misleading, the Subscriber agrees that it will (i) immediately discontinue offers and sales of the Shares under the Registration Statement until the Subscriber receives (A) (x) copies of a determination not supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to register, shall be relieved of its obligation to register above and (y) notice that any Shares post-effective amendment has become effective or (B) notice from the Company that it may resume such offers and Warrant Shares in connection with such registrationsales, and (ii) maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by applicable law. If so directed by the Company, the Subscriber will deliver to the Company or destroy all copies of the prospectus covering the Shares in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registeredSubscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the Company prospectus covering the Shares shall not be apply to (i) the extent the Subscriber is required to register any Shares and Warrant Shares pursuant retain a copy of such prospectus (A) in order to this Section 7 that are eligible for sale pursuant to Rule 144(kcomply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (ii) copies stored electronically on archival servers as a result of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contraryautomatic data back-up.

Registration Rights. (ai) If at The Company agrees that, as soon as practicable (but in any time case no later than thirty (30) calendar days after the Company shall determine to prepare and Closing) (the “Filing Deadline”), it will file with the Securities SEC (at its sole cost and Exchange Commission (the "Commission"expense) a registration statement relating to an offering for its own account or the account of others under the Securities Act registering the resale of any the Common Shares issued or issuable upon conversion of its equity securities, other than on Form S-4 or Form S-8 the Note (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "“Registration Statement"”), and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (A) sixty (60) calendar days after the Closing (or ninety (90) calendar days after the Closing if the SEC notifies the Company shall send to that it will “review” the Holder written notice of such determination and, if within 30 days Registration Statement) and (B) ten (10) Business Days after receipt of such notice, Holder shall so request the Company is notified in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the HolderSEC that the Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Deadline”), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in agrees to cause such Registration Statement, or another shelf registration statement that includes the Common Shares issued or issuable upon conversion of the Note, to remain effective until the earliest of (X) the third anniversary of the Closing, (Y) the date on which Purchaser ceases to hold any Common Shares issued upon conversion of the Note, or (Z) on the first date on which Purchaser is able to sell all or any part of its Common Shares under Rule 144 within the following 90 day period without limitation as to the amount of such Shares securities that may be sold and Warrant Shares such Holder requests without the requirement for the Company to be registered; provided, however, that in compliance with the current public information requirement under Rule 144. The Purchaser agrees to disclose its ownership to the Company shall not be required upon request to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of assist it in making the Securities Actdetermination described above. The Company acknowledges and agrees that if it shall file may amend the Registration Statement so as to convert the Registration Statement to a registration statement, the Shares and Warrant Shares must be included thereon and Registration Statement on Form F-3 or Form F-10 at such time after the Company shall not enter into and contract or agreement becomes eligible to the contrary.use such form. The Purchaser acknowledges and

Registration Rights. (a) If The Company shall, if requested by Parent at any time and from time to time within five years after the Company shall determine to date of exercise of the Option, as expeditiously as possible prepare and file with the Securities and Exchange Commission (the "Commission") a up to two registration statement relating to an offering for its own account or the account of others statements under the Securities Act if such registration is necessary in order to permit the sale or other orderly disposition of any or all securities that have been acquired by exercise by Parent of its equity securitiesthe Option, other than on Form S-4 or Form S-8 (each as promulgated under in accordance with the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition intended method of any entity or business or equity securities issuable in connection with stock option sale or other employee benefit plans (disposition stated by Parent, including a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the shelf" registration statement under Rule 415 under the Securities Act of all Shares or any successor provision; and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for use its reasonable efforts to qualify such securities under any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registeredapplicable state securities laws; provided, however, that the Company shall not be required to register qualify to do business in or consent to general service of process in, any Shares jurisdiction by reason of this sentence. Parent agrees to use reasonable efforts to cause, and Warrant Shares to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to this Section 7 that are eligible for sale pursuant such registration statement to Rule 144(k) of the Securities Actbe effected on a widely distributed basis. The Company acknowledges shall use 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 agrees that if it shall to keep such registration statement effective for such period not in excess of 90 calendar days from the day such registration statement first becomes effective as may be reasonably necessary to effect such sale or other disposition. The obligations of the Company to file a registration statement and to maintain its effectiveness may be suspended for one or more periods of time not exceeding 60 calendar days in the aggregate (in any 180 day period) with respect to any registration statement if the Board of Directors of the Company shall have determined that the filing of such registration statement or the maintenance of its effectiveness would adversely affect the Company. In the event of any suspension of any registration statement, the Shares Company agrees that the period of time during which the Company is obligated to maintain the effectiveness of such registration statement shall be extended for a period of time equal to the period during which such suspension was in place. Any registration statement prepared and Warrant Shares must filed under this Section, and any sale covered thereby, shall be at the Company's expense except for underwriting discounts or commission, brokers' fees and the fees and disbursements of Parent's counsel related thereto. Parent shall provide all information reasonably requested by the Company for inclusion in any registration statement to be filed hereunder. If, during the time periods referred to in the first sentence of this Section, the Company effects an underwritten registration under the Securities Act of the Company's equity securities for its own account or for any other of its stockholders (other than on Form S-4 or Form S-8, or any successor form), it shall allow Parent the right to participate in such registration; provided that, if the managing underwriters of such offering advise the Company in writing that in their opinion the number of securities requested to be included thereon in such registration exceeds the number which can be sold in such offering, priority shall be given to the securities intended to be included therein by the Company for its own account and, thereafter, the Company shall include the securities requested to be included therein by Parent pro rata with the securities intended to be included therein by other stockholders of the Company not having agreements giving them priority in such registration. In connection with any registration pursuant to this Section, Parent and the Company shall not enter into provide each other and contract or agreement to any underwriter of the contraryoffering with customary representations, warranties, covenants, indemnification, and contribution in connection with such registration.

Registration Rights. 6.1 The Company agrees that within thirty (a30) If at any time days after the Closing Date, the Company shall determine to prepare and will file with the Securities and Exchange Commission (at the "Commission"Company’s sole cost and expense) a registration statement relating to an offering for its own account register under and in accordance with the provisions of the Securities Act, the resale of all of the Registrable Securities (as defined below) on Form S-3 or the account of others Form S-1 (which in either case shall be filed pursuant to Rule 415 under the Securities Act of any of its equity securitiesas a secondary-only registration statement), other than which shall be on Form S-4 S-3 if the Company is then eligible for such short form, or any similar or successor short form registration or, if the Company is not then eligible for such short form registration or would not be able to register for resale all of the Registrable Securities on Form S-8 S-3, on Form S-1 or any similar or successor long form registration (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "“Registration Statement"”). The Company will provide a draft of the Registration Statement to Subscriber for review at least two (2) business days in advance of the filing the Registration Statement, and shall advise Subscriber promptly upon the Registration Statement being declared effective by the Commission. The Company shall send use its commercially reasonable efforts to have the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of Registration Statement declared effective by the Holder)Commission as soon as practicable after the filing thereof, but no later than the Company will cause the registration under the Securities Act earlier of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in sixty (60) calendar days (or ninety (90) calendar days if the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, Commission notifies the Company that it will “review” the Registration Statement) following the Closing Date and (ii) the fifth (5th) business day after the date the Company is notified in writing by the case of a determination Commission that the Registration Statement will not be “reviewed” or will not be subject to delay registeringfurther review (such earlier date, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered“Effectiveness Deadline”); provided, however, that the Company’s obligations to include the Registrable Securities of Subscriber in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and Subscriber shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Common Stock 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 Registrable Securities by the Subscribers or otherwise, the Company shall use its best efforts to ensure that the Commission determines that (1) the offering contemplated by the Registration Statement is a bona fide secondary offering and not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to an offering “by or on behalf of the issuer” as defined in Rule 144(k) 415 of the Securities ActAct and (2) Subscriber is not a statutory underwriter. If the Company is unsuccessful in the efforts described in the preceding sentence then (i) the Company shall cause such Registration Statement to register for resale such number of Common Stock which is equal to the maximum number of Common Stock as is permitted by the Commission and (ii) Subscriber shall have an opportunity to withdraw its Registrable Securities. In such event, the number of Common Stock to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders. The Company acknowledges will use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement until the earliest of (x) such time as when all of Subscriber’s securities included therein cease to be Registrable Securities, (y) such time as when all of Subscriber’s Registrable Securities included in such Registration Statement have actually been sold and agrees that (z) three years from the Closing Date. The Company will use its commercially reasonable efforts to cause the removal of all restrictive legends from any Registrable Securities being sold under the Registration Statement at the time of sale of such Registrable Securities upon the receipt from the Subscriber of such supporting documentation, if it shall any, as requested by the Company. The Company will use commercially reasonable efforts to file a registration statementall reports, the Shares and Warrant Shares must be included thereon provide all customary and the Company shall not enter into and contract or agreement reasonable cooperation, reasonably necessary to enable Subscriber to resell Registrable Securities pursuant to the contrary.Registration Statement and Rule 144, qualify the Registrable Securities for listing on the applicable stock exchange and update or amend the Registration Statement as necessary to include Registrable Securities. “

Registration Rights. x. Xxxxxxxx shall use reasonable commercial efforts to (ai) If at any time the Company shall determine to prepare and file with the Securities and Exchange Commission SEC within sixty (60) calendar days after the "Commission") final Closing Date a registration statement relating (on Form X-0, X-0, or other appropriate registration statement form reasonably acceptable to an offering for its own account or the account of others Subscriber) under the U.S. Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "“Registration Statement"”), at the Company shall send sole expense of Xxxxxxxx (except as specifically provided in Section c hereof), in respect of the Subscriber, so as to permit a public offering and resale of the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Common Shares and Warrant Shares intended to be disposed of by the Holder)(collectively, the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i“Registrable Securities”) in the case of a determination United States under the U.S. Securities Act by the Subscriber as selling stockholder and not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, as underwriter; and (ii) use commercially reasonable efforts to cause a Registration Statement to be declared effective by the SEC as soon as possible and not later than the earlier of (a) one hundred (100) calendar days from the date of filing the Registration Statement in the case event of an SEC review of the Registration Statement, and (b) the fifth trading day following the date on which Xxxxxxxx is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments. Xxxxxxxx will notify the Subscriber of the effectiveness of the Registration Statement (the “Effective Date”) within three (3) Trading Days (days in which the OTCBB is open for quotation) (each, a determination “Trading Day”). The initial Registration Statement shall cover the resale of 100% of the Registrable Securities, for an offering to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered made on a continuous basis pursuant to this Section 7 for Rule 415 (as promulgated by the Commission pursuant to the U.S. Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same period purpose and effect as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registeredRule); provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) if 100% of the Registrable Securities Act. The Company acknowledges included hereunder shall equal or exceed 33% of the issued and agrees that if it shall file a registration statementoutstanding common stock of Xxxxxxxx (less any shares of common stock held by affiliates of Xxxxxxxx and the holders of the Registrable Securities) on the actual filing date of the initial Registration Statement, the Shares initial Registration Statement shall register a number of Registrable Securities which shall equal 33% of the issued and Warrant Shares must be included thereon outstanding shares of common stock of Xxxxxxxx (less any shares of common stock held by affiliates of Xxxxxxxx and the Company holders of the Registrable Securities) on such actual filing date minus 10,000 shares of common stock. In such event, the number of Registrable Securities to be registered for each holder of the Registrable Securities shall not enter into and contract or agreement to the contrarybe reduced pro-rata among all Subscribers.

Registration Rights. a. The Company agrees that, no later than the date that is thirty (a30) If at any time calendar days after the consummation of the Transaction, the Company shall determine to prepare and will file with the Securities SEC (at the Company’s sole cost and Exchange Commission (the "Commission"expense) a registration statement relating registering the resale by the Purchaser of the Acquired Shares (the “Registration Statement”), and the Company shall use its commercially reasonable efforts to an offering for its own account have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof, but no later than the earlier of (i) the sixtieth (60th) calendar day (or the account ninetieth (90th) calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Closing Date and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. A substantially complete draft of others the Registration Statement shall be provided to the Purchaser at least two (2) Business Days prior to filing. The Company agrees to cause such registration statement or another shelf registration statement to remain effective until the earlier of (a) two (2) years from the issuance of the Acquired Shares, or (b) the first date on which the Purchaser can sell all of its Acquired Shares (or shares received in exchange therefor) under Rule 144 of the United States Securities Act within ninety (90) days without limitation as to the amount or manner of sale of such securities that may be sold and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable). The Purchaser agrees to disclose its ownership to the Company upon request to assist the Company in making the determination described above. The Company’s obligations to include the Acquired Shares (or shares issued in exchange therefor) in the Registration Statement are contingent upon the Purchaser furnishing in writing to the Company such information regarding the Purchaser, the securities of the Company held by the Purchaser and the intended method of disposition of the Acquired Shares as shall be reasonably requested by the Company to effect the registration of the Acquired Shares, and 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, provided that Purchaser shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Acquired Shares. Notwithstanding the foregoing, if the SEC 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 of the Securities Act for the resale of any the Acquired Shares or otherwise, such Registration Statement shall register the resale of its equity securitiesa number of shares which is equal to the maximum number of shares as is permitted by the SEC. In such event, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities number of shares to be issued solely registered for each selling shareholder named in connection the Registration Statement shall be reduced pro rata among all such selling shareholders, and the Company will use its commercially reasonable efforts to file with any acquisition the SEC, as promptly as allowed by the SEC, one or more registration statements to register the resale of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "those Acquired Shares that were not registered on the initial Registration Statement"), as so amended. For as long as the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder)Purchaser holds Acquired Shares, the Company will cause use commercially reasonable efforts to file all reports for so long as the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holdercondition in Rule 144(c)(1) (or Rule 144(i)(2), to the extent requisite to permit the disposition of the Shares and Warrant Shares so if applicable) is required to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registrationsatisfied, and (ii) in provide all customary and reasonable cooperation, necessary to enable the case of a determination Purchaser to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for resell the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Acquired Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) 144 of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrary.

Registration Rights. (a) If at any time the a. The Company shall determine agrees that it will use reasonable best efforts to prepare and an advanced draft of, prior to the Closing Date, and, in any event will file with the Securities SEC (at the Company’s sole cost and Exchange Commission (the "Commission"expense) a registration statement relating to an offering for its own account or registering the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition resale of the Shares (the “Registration Statement”) as promptly as practicable following the Closing Date, and Warrant in any event on the first business day to occur (10) calendar days after the Closing Date, and shall use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (A) the 60th calendar day (or 90th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Filing Date and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”). The Company agrees to cause such Registration Statement, or another shelf registration statement that includes the Shares so to be registeredsold pursuant to this Subscription Agreement, provided that if at to remain effective until the earliest of (i) the second anniversary of the Effectiveness Date, (ii) the date on which the Investor ceases to hold any time after giving written notice Shares covered by such Registration Statement, or (iii) on the first date on which the Investor is able to sell all of its intention Shares issued pursuant to register any this Subscription Agreement (or shares received in exchange therefor) under Rule 144 without limitation as to the manner of sale or the amount of such securities that may be sold and prior without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable). Prior to the effective date of the Registration Statement, the Company will use commercially reasonable efforts to qualify the Shares for listing on the applicable stock exchange. The Investor agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of the Shares to the Company (or its successor) upon request to assist the Company in making the determination described above. The Company’s obligations to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to the Company such information regarding the Investor, the securities of the Company held by the Investor and the intended method of disposition of such Shares as shall be reasonably requested by the Company to effect the registration statement filed of such Shares, and execution of such documents in connection with such registration, registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, provided that the Investor shall determine for not in connection with the foregoing be required to execute any reason not to register lock-up or to delay registration similar agreement in respect of such securities, the Shares. If the SEC prevents the Company may, at its election, give written notice from including any or all of such determination the Shares proposed to be registered for resale under the Holder and, thereuponRegistration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Company’s securities by the applicable shareholders or otherwise, (i) in such Registration Statement shall register for resale such number of Company securities which is equal to the case maximum number of a determination not to registerCompany securities as is permitted by the SEC, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) the number of Company securities to be registered for each selling shareholder named in the case of a determination to delay registering, Registration Statement shall be permitted to delay registering any reduced pro rata among all such selling shareholders and (iii) the Company shall promptly file another registration statement covering the offer and sale of the remaining Common Shares and Warrant Shares being registered pursuant to this Section 7 for held by the same period as the delay in registering such other securitiesInvestor. The Company will provide a draft of the Registration Statement to the Investor for review reasonably in advance of filing the Registration Statement. In no event shall include the Investor be identified as a statutory underwriter in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registeredthe Registration Statement unless requested by the SEC; provided, however, that if the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have an opportunity to withdraw from the Registration Statement. Any failure by the Company to file the Registration Statement by the required Filing Date or to effect such Registration Statement by the Effectiveness Date shall not be required otherwise relieve the Company of its obligations to register any Shares and Warrant Shares pursuant to file or effect the Registration Statement as set forth in this Section 7 7, provided that are eligible for sale pursuant to Rule 144(k) any delay in the Filing Date or Effectiveness Date that is not a breach of the Securities ActCompany’s obligations hereunder shall give rise to a corresponding extension of such deadline(s), as applicable, by an equal number of days. The Company acknowledges and agrees that if it For purposes of this Section 7, “Shares” shall file a registration statementmean, as of any date of determination, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract any other equity security issued or agreement issuable with respect to the contraryShares by way of share split, dividend or distribution on or with respect to the Shares.

Registration Rights. (a) If at any time the The Company shall determine to prepare and file with within 60 calendar days after the Securities and Exchange Commission Closing (the "Commission") “Filing Deadline”), and use commercially reasonable efforts to cause to be declared effective as soon as reasonably practicable thereafter, a registration statement relating on Form S-1 (the “Resale Registration Statement”) registering the resale of all of the shares of the Company’s Class A Common Stock issued to the Investors pursuant to this Agreement and any shares of Class A Common Stock issued in exchange for shares of Class B Common Stock issued to the Investors hereunder pursuant to the Amended and Restated Certificate of Incorporation of the Company (the “Class A Shares”) (the “Effectiveness Deadline”); provided, that the Company’s obligations to include an offering for its own account Investor’s Class A Shares in the Resale Registration Statement are contingent upon such Investor furnishing in writing to the Company such information regarding such Investor, the securities of the Company held by such Investor and the intended method of disposition of the Class A Shares held by such Investor (which shall be limited to non-underwritten public offerings) as shall be reasonably requested by the Company to effect the registration of the Class A Shares held by such Investor, and Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Company agrees to use commercially reasonable efforts to keep such Resale Registration Statement, or another shelf registration statement that includes the account Class A Shares, to remain effective until the earliest of others (x) two years following the date of effectiveness of the Resale Registration Statement, (y) the date on which the Investors cease to hold any Class A Shares issued pursuant to this Agreement and (z) the first date on which the Investors are able to sell all of their Class A Shares in a 90-day period without registration under Rule 144 of the Securities Act or any successor rule promulgated under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection but with any acquisition of any entity or business or equity securities issuable in connection with stock option no volume or other employee benefit plans (a "Registration Statement"restrictions or limitations including as to manner or timing of sale); provided, that the Company shall send be entitled to delay or postpone the Holder written notice effectiveness of such determination andthe Resale Registration Statement, and from time to time require the Investors not to sell under the Resale Registration Statement or suspend effectiveness thereof, if within 30 days after receipt of such notice, Holder shall so request it determines that in writing (which request shall specify order for the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason Resale Registration Statement not to register contain a material misstatement or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereuponomission, (i) in the case negotiation or consummation of a determination not to registertransaction by the Company or its subsidiaries is pending or another event has occurred, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registrationwhich negotiation, and consummation or (ii) other event the Company’s board of directors reasonably and in good faith believes would require additional disclosure by the Company in the case Resale Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Resale Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, to delay registeringcause the Resale Registration Statement to fail to comply with applicable disclosure requirements (such circumstance, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registereda “Suspension Event”); provided, however, that the Company may not delay or suspend the Resale Registration Statement on more than three occasions or for more than 90 consecutive calendar days, or more than 120 calendar days, in each case during any 12-month period. Upon receipt of written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Investor hereby agrees that (i) it will immediately discontinue offers and sales of the Class A Shares under the Resale Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until such Investor receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Investor will deliver to the Company or, in such Investor’s sole discretion destroy, all copies of the prospectus covering the Class A Shares in such Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Class A Shares shall not apply (A) to the extent such Investor is required to retain a copy of such prospectus (I) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (II) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up. The Investors shall not in connection with the foregoing be required to register execute any Shares and Warrant Shares pursuant lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Class A Shares. Any failure by Company to file the Resale Registration Statement by the Filing Deadline or to effect such Resale Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Resale Registration Statement as set forth in this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrary5.2.

Registration Rights. (a) If at any time the The Company shall determine to prepare and file a “resale” registration statement with the Securities SEC covering all shares of Common Stock included within the Units sold in the Offering and Exchange Commission (underlying the "Commission") a registration statement relating to an offering for its own account or Preferred Shares and the account Warrants, so that such shares of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated Common Stock will be registered under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the . The Company will cause maintain the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition effectiveness of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to “resale” registration statement from the effective date of the registration statement until all Registrable Securities (as defined in the Registration Rights Agreement) covered by such registration statement have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144. The Company will use its reasonable best efforts to have such “resale” registration statement filed in connection with such registration, within one hundred and eighty (180) days after the Company shall determine for any reason not to register or to delay registration of such securities, Closing Date (the Company may, at its election, give written notice of such determination to “Filing Deadline”) and declared effective by the Holder SEC as soon as possible and, thereuponin any event, within two hundred and seventy (i270) in days after the case Closing Date of a determination not to registerthe Offering (the “Effectiveness Deadline”), shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securitiesunless extended by Subscriber Consent. The Company shall include in such the registration statement shares of common stock underlying all warrants issued in replacement of any warrants issued to any predecessor company issued in connection with any business combination, merger or any part share exchange if required by the terms thereof. The Company is obligated to pay to the Subscribers a fee of such Shares 1% per month of the investors’ investment, payable in cash, up to a maximum of ten (10%) percent, on the Filing Deadline and Warrant Shares such Holder requests to be registeredthe Effectiveness Deadline if the registration obligations set forth herein have not been met, and pro- rata for each month, or partial month, in excess of the Filing Deadline and/or the Effectiveness Deadline that the registration statement has not been declared effective; provided, however, that the Company shall not be required obligated to register pay any Shares and Warrant Shares pursuant to this Section 7 such liquidated damages if the Registrable Securities that are eligible for sale would otherwise be covered by the registration statement have been sold or may be sold pursuant to Rule 144(k) 144 or if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to “Rule 415”, provided the Company registers at such time the maximum number of shares of Common Stock permissible upon consultation with the staff of the Securities ActSEC. The Company acknowledges and agrees that if it shall file a description of registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement rights is qualified in its entirety by reference to the contrary.Registration Rights Agreement annexed hereto as Exhibit H.

Registration Rights. (a) If at any time The Company agrees that, within forty-five (45) calendar days after the Transaction Closing, the Company shall determine to prepare and will file with the Securities SEC (at the Company’s sole cost and Exchange Commission (the "Commission"expense) a registration statement relating registering the resale of the Shares (the initial registration statement and any other registration statement that may be filed by the Company under this Section 6, the “Registration Statement”), and the Company shall use its commercially reasonable efforts to an offering have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 45th calendar day (or 60th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. The Company will provide a draft of the Registration Statement to Subscriber for its own account review at least three (3) business days in advance of filing the Registration Statement, and shall promptly advise Subscriber upon the Registration Statement and any post-effective amendment thereto being declared effective by the SEC. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the account shares proposed to be registered under the Registration Statement on behalf of others Subscribers due to limitations on the use of Rule 415 under the Securities Act for the resale of any the shares of its equity securitiesCommon Stock by the applicable stockholders or otherwise, other than on Form S-4 or Form S-8 (such Registration Statement shall register for resale by Subscribers such number of shares of Common Stock, including the Shares, which is equal to the maximum number of shares of Common Stock as is permitted to be registered by the Commission. In such event, the number of shares of Common Stock to be registered for each as promulgated under selling stockholder named in the Securities Act) Registration Statement, including the Subscriber, shall be reduced pro rata among all such selling stockholders. In no event shall Subscriber or its then equivalents relating to equity securities to affiliates be issued solely identified as a statutory underwriter in connection with any acquisition of any entity the Registration Statement without Subscriber’s prior written consent (it being agreed that, if the SEC requests that the Subscriber or business or equity securities issuable its affiliates be identified as a statutory underwriter in connection with stock option or other employee benefit plans (a "the Registration Statement"), the Subscriber and its affiliates will have an opportunity to withdraw its shares from the Registration Statement). The Company shall send agrees that, except for such times as the Company is permitted hereunder to suspend the Holder written notice use of such determination and, if within 30 days after receipt the prospectus forming part of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder)a Registration Statement, the Company will cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain continuously effective until the earlier of (i) five years from the date of effectiveness of the initial Registration Statement, (ii) the date on which the Subscriber ceases to hold any Shares covered by such Registration Statement, or (iii) if Rule 144(i) is no longer applicable to the Company or Rule 144(i)(2) is amended to remove the current reporting requirement preceding a disposition of securities, on the first date on which the Subscriber can sell all of its Shares under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such securities that may be sold without limitation as to the manner of sale or the amount of such securities that may be sold. The Company’s obligations to include the Shares in the Registration Statement are contingent upon the Subscriber furnishing in writing to the Company such information regarding the Subscriber, the securities of the Company held by the Subscriber and the intended method of disposition of the Shares as shall be reasonably requested by the Company to effect the registration of the Shares, and 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; provided that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. For as long the Subscriber holds any Shares, the Company will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Shares pursuant to Rule 144 under the Securities Act of all Shares and Warrant Shares which (when Rule 144 under the Company has been so requested to register by the Holder, Securities Act becomes available to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contraryCompany).

Registration Rights. So long as the Holder holds Registrable Securities (aor Warrants exercisable for Registrable Securities), the Holder (or, for the avoidance of doubt, if there are multiple Holders, then the Holder or Holders constituting the Requisite Holders) If at any time shall have the right to require the Company shall determine to prepare file registration statements, including a shelf registration statement (if the Company is eligible at such time to utilize a shelf registration for the Warrant Shares), and file with if the Company is a well-known seasoned issuer, as defined in Rule 405 under the Securities and Exchange Commission (the "Commission") a Act, an automatic shelf registration statement relating to an offering for its own account statement, on Form S-3 or the account of others any successor form under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement covering all or any part of such Shares and the Warrant Shares such Holder requests Shares, by delivering a written request therefor to be registeredthe Company; provided, however, that the Company shall not be required to register any Shares file a registration statement for less than all of the Registrable Securities held (and issuable upon exercise of Warrants held) by the demanding Holder unless the Registrable Securities subject to the demand are anticipated to have an aggregate sale price (net underwriting discounts and commissions, if any) in excess of $1,000,000. Such request shall state the number of Warrant Shares to be disposed of and the intended method of disposition of such shares by the Holder. In the event there are multiple Holders, the Company shall give notice to all other Holders of the receipt of a request for registration pursuant to this Section 7 8.2 and such Holders shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall use its commercially reasonable best efforts to effect promptly the registration statement registering all shares on Form S-3 (or a comparable successor form) to the extent requested by the Holder, but in any event shall cause the registration statement to become effective within sixty (60) days after the date of the request by the Holder (or ninety (90) days in the event of a “full review” by the SEC). The Company shall use its commercially reasonable best efforts to keep such registration statement effective until the Holder has completed the distribution described in such registration statement. Notwithstanding the forgoing, to the extent that are eligible for sale pursuant registration on Form S-3 is not available to Rule 144(k) of the Holder under this Section 8.2, the Company shall use commercially reasonable efforts to effect such registration on Form S-1 under the Securities Act. The Company acknowledges If, at any time and agrees that if it shall file a registration statementfrom time to time, the Shares and Company proposes to register any of its Equity Securities under the Securities Act in connection with an underwritten public offering of such shares of such Equity Securities, then the Company will promptly give notice to the Holder of its intention to do so. Upon the request of any Holder received within ten (10) days after receipt of any such notice from the Company, the Company will, in each instance, cause such Holder’s Warrant Shares must to be included thereon registered under the Securities Act and registered or qualified, as the case may be, under any state securities laws; provided, however, that the obligation to give such notice and to cause such registration shall not apply to any registration (i) on Form S-8 (or any successor form), (ii) of solely a dividend reinvestment plan or (iii) for the sole purpose of offering registered securities to another Person in connection with the acquisition of assets or Equity Securities of such Person or in connection with a merger, consolidation, combination or similar transaction with such Person. In connection with any underwritten offering of securities on behalf of the Company or any Stockholder, the Company shall not enter into and contract or agreement be required to include any Warrant Shares held by a Holder unless the Holder agrees to the contraryreasonable and customary terms of the underwriting; provided, however, that (i) such Holder shall not be required to make any representation other than that it being the owner of the applicable Warrant Shares (subject to exercise of the applicable portion of this Warrant) that are being included in the offering and that it has full power and authority to transfer them pursuant such offering, and (ii) the total indemnification or other liability of such Holder thereunder shall be limited to the aggregate net cash proceeds received by such Holder from the sale of such Warrant Shares in such offering. The Company will include in any registration effected pursuant to this Section 8.3 (i) first, securities offered to be sold by the Company and by any holder of demand registration rights that is exercising such rights in connection with such registration, (ii) second, the Piggyback Shares, in each case pro rata based on the number of Warrant Shares held thereby (in such quantity as will not, in the written opinion of the underwriters, jeopardize the success of the offering), and (iii) third, any other securities requested to be included in such registration (in such quantity as will not, in the written opinion of the underwriters, jeopardize the success of the offering).

Registration Rights. (a) If at any time the 3.1 The Company shall determine use reasonable commercial efforts to (i) prepare and file with the Securities and Exchange Commission (the "Commission"“SEC”) within sixty (60) calendar days after March 31, 2014 and again after each Loan is funded, if the Lender determines to fund the additional Loans on such dates pursuant to Schedule II of the Note Purchase Agreement, a registration statement relating (on Form X-0, X-0, or other appropriate registration statement form reasonably acceptable to an offering for its own account or the account of others Finder) (the “Registration Statement”) under the U.S. Securities Act of any of its equity securities1933, other than on Form S-4 or Form S-8 as amended (each as promulgated under the “U.S. Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"”), at the sole expense of the Company shall send (except as specifically provided in Section 3.3 hereof), in respect of the Finder and the Lender, so as to permit a public offering and resale of, respectively, (A) the Holder written notice Lender Shares outstanding on the date of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing Registration Statement and (which request shall specify B) the Finder Shares (the Lender Shares and Warrant the Finder Shares intended to be disposed of by the Holder)together, the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i“Registrable Securities”) in the case of a determination United States under the U.S. Securities Act by the Lender and Finder as selling stockholders and not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, as underwriters; and (ii) use commercially reasonable efforts to cause a Registration Statement to be declared effective by the SEC as soon as possible and not later than the earlier of (a) one hundred and twenty (120) calendar days from the date of filing the Registration Statement in the case event of a determination an SEC review of the Registration Statement, and (b) the fifth trading day following the date on which the Company is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to delay registering, shall be permitted to delay registering any Shares further review and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securitiescomments. The Company will notify the Finder of the effectiveness of the Registration Statement (the “Effective Date”) within three (3) Trading Days (days on which the Financial Industry Regulatory Authority’s Over the Counter Bulletin Board (the “OTCBB”) is open for quotation) (each, a “Trading Day”). The initial Registration Statement shall include in cover the resale of 100% of the Registrable Securities outstanding on the date it is filed, for an offering to be made on a continuous basis pursuant to Rule 415 (as promulgated by the SEC pursuant to the U.S. Securities Act, as such registration statement all rule may be amended from time to time, or any part of similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Shares and Warrant Shares such Holder requests to be registeredrule); provided, however, that if 100% of the Registrable Securities to be registered hereunder, together with (a) any other securities of the Company shall not be required to register any Shares and Warrant Shares that are currently being registered for resale with SEC pursuant to this Section 7 an effective registration statement under the U.S. Securities Act (the “Currently Registered Securities”) and (b) any other securities of the Company Execution Version that are eligible for sale pursuant currently unregistered under the U.S. Securities Act but in respect to Rule 144(k) which the Company has previously granted registration rights (the “Currently Unregistered Securities”), shall equal or exceed 33% of the Securities Act. The issued and outstanding common stock of the Company acknowledges (less any shares of common stock held by affiliates of the Company and agrees that if it shall file a registration statementthe holders of the Registrable Securities) on the actual filing date of the initial Registration Statement, the Shares initial Registration Statement shall register that number of Registrable Securities which together with the Currently Registered Securities and Warrant Shares must be included thereon Currently Unregistered Securities shall equal 33% of the issued and outstanding shares of common stock of the Company (less any shares of common stock held by affiliates of the Company and the Company holders of the Registrable Securities) on such actual filing date minus 10,000 shares of common stock. In such event, the number of Registrable Securities to be registered for each holder of the Registrable Securities shall not enter into and contract or agreement to be reduced pro-rata among all holders selling under the contraryinitial Registration Statement.

Registration Rights. Within 120 days of the Issue Date (a) If at any time the "Filing Date"), Company shall determine to prepare and file a registration statement covering the resale of the Shares on a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "CommissionSEC") a registration statement relating to an offering for its own account and effect the registration, qualifications or compliances (including without limitation the account of others under the Securities Act execution of any of its equity securitiesrequired undertaking to file post-effective amendments, appropriate qualifications or exemptions under applicable blue sky or other than state securities laws and appropriate compliance with applicable laws) as promptly as possible after the filing thereof, but in any case within 45 days after the Filing. The Registration Statement will be on Form S-4 or SB-2, provided that if Form S-8 (each SB-2 is not available for use by Company on the Filing Date, then the Registration Statement will be on such form as promulgated under the Securities Act) or its is then equivalents relating to equity securities to be issued solely available. All expenses incurred in connection with any acquisition registration, qualification, exemption or compliance pursuant to this Section shall be borne by Company. From the Filing Date through the earlier of (i) the date that Holder sells or disposes of the Shares or (ii) receives payment for the Equity Buyout under Section 4 (the "Registration Period"), Company shall cause the registration and any qualification, exemption or compliance under state and federal laws continuously effect with respect to Holder, and keep such Registration Statement free of any entity material misstatements or business omissions. During the Registration Period, Company shall advise Holder (a) within 2 Business Days when the Registration Statement or equity any amendment thereto has been filed and when the Registration Statement or amendment has become effective, (b) within 2 Business Days of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, and (c) within 2 Business Days of the occurrence of any event that requires the making of any changes in the Registration Statement. Company shall at all times use its best efforts to cause its common stock to be listed on each securities issuable in connection exchange or market on which the stock is listed as of the Issue Date. The Shares, or the common stock into which the Shares are convertible, shall be "Registrable Securities", and Holder shall have the rights of a "Holder" under such investor rights agreement or registration rights agreement as the Company may enter into from time to time. If the Registration Statement (i) has not been filed with stock option the SEC by the Filing Date, (ii) has not been declared effective by the SEC within 45 days thereafter, or other employee benefit plans (iii) after the Registration Statement is declared effective by the SEC, is suspended by Company or ceases to remain continuously effective as to all Shares for which it is required to be effective (a "Registration StatementDefault"), for any 30-day period (a "Penalty Period") during which the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such noticeRegistration Default remains uncured, Holder shall so request in writing (which request shall specify the may acquire an additional number of Shares and Warrant Shares intended equal to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine 27,500 shares for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contraryeach Penalty Period.

Registration Rights. (a) If at any time In the event that the Shares are not registered in connection with the consummation of the Closing, the Company shall determine agrees that the Company will use commercially reasonable efforts to prepare and submit or file with the Securities SEC (at the Company’s sole cost and Exchange Commission (the "Commission"expense) a registration statement relating (including the prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to an offering for its own account or such registration statement, and all exhibits to and all material incorporated by reference in such registration statement, the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "“Registration Statement"”) registering the resale of the Shares, within thirty (30) calendar days after the Closing Date (the “Filing Deadline”), and the Company shall send use its commercially reasonable efforts to have the Holder written notice Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, 60th calendar day (or 90th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Closing Date and (ii) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the case of a determination SEC that the Registration Statement will not be “reviewed” or will not be subject to delay registeringfurther review (such earlier date, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered“Effectiveness Date”); provided, however, that the Company’s obligations to include the Shares in the Registration Statement are contingent upon the Subscriber furnishing in writing to the Company such information regarding the Subscriber, the securities of the Company held by the Subscriber and the intended method of disposition of the Shares as shall be reasonably requested by the Company to effect the registration of the Shares, and 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, including providing that the Company shall not be required entitled to register postpone and suspend the effectiveness or use of the Registration Statement as permitted hereunder. Notwithstanding the foregoing, if the SEC prevents the Company from including any Shares and Warrant 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 pursuant to this Section 7 by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted to be registered by the SEC. In such event, the number of Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders. In the event the Company is required to amend the Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC, one or more registration statements to register the resale of those Shares that are eligible for sale pursuant to Rule 144(k) of were not registered on the Securities Actinitial Registration Statement, as so amended. The Company acknowledges and agrees In no event shall the Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if it shall file the SEC requests that the Subscriber be identified as a registration statementstatutory underwriter in the Registration Statement, the Subscriber will have an opportunity to withdraw its Shares and Warrant Shares must be included thereon and from the Registration Statement. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Date shall not enter into and contract otherwise relieve the Company of its obligations to file or agreement to effect the contraryRegistration Statement set forth in this Section 7.

Registration Rights. (a) If at any time the The Company shall determine advise the Holder of this Warrant or any then holder of Warrants (such persons being collectively referred to prepare and file with the Securities and Exchange Commission (the herein as "Commissionholders") a by written notice at least two weeks prior to the filing of any new registration statement relating to an offering for its own account or the account of others ("Registration Statement") under the Securities Act of any 1933 (the "Act") covering securities of its equity securitiesthe Company, other than on Form S-4 a Registration Statement filed with respect to any employee benefit plan or Form S-8 (each as promulgated under an offering solely related to an acquisition for which such Warrant Shares cannot be appropriately registered or which does not permit registration of the Securities Act) Warrants or its then equivalents relating to equity securities to be issued solely in connection with any acquisition Warrant Shares, and will for a period of three years, from the date of this Warrant upon the request of any entity or business or equity securities issuable such holder, include in connection with stock option or other employee benefit plans (a "any such registration statement the number of Warrant Shares holder desires to include in the Registration Statement"), . In the event the managing underwriter for any said registration advises the Company shall send that the inclusion of the Warrant Shares would be detrimental to the Holder written notice of offering, then such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended shall be included in the Registration Statement only if the Holder agrees in writing, for a period of up to be disposed of by the Holder)120 days following such offering, the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested not to register by the Holder, to the extent requisite to permit the disposition sell or otherwise dispose of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securitiesShares. The Company shall include supply prospectuses and other documents as the Holder may request in order to facilitate the public sale or other disposition of the Warrant Shares for sale in such registration statement states where the Company qualifies its other securities pursuant to the Registration Statement for sale and do any and all other acts and things which may be necessary or any part desirable to enable such Holders to consummate the public sale or other disposition of such Shares and the Warrant or Warrant Shares. The Holder need not exercise the Warrant to have the Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to included in a registration statement. Nothing in this Section 7 that are eligible for sale pursuant shall be construed to Rule 144(k) extend the expiration date of the Securities Actthis Warrant. The Company acknowledges shall bear the entire cost and agrees expense of any registration of securities initiated by it notwithstanding that if it shall file a registration statement, the Warrants Shares and subject to this Warrant Shares must may be included thereon and the Company shall not enter into and contract or agreement to the contrary.in any such registration. Any holder whose Warrant

Registration Rights. (a) If at any time Sio NewCo agrees that, within thirty (30) calendar days following the Company shall determine to prepare and Closing Date, the Issuer will file with the Securities SEC (at the Issuer’s sole cost and Exchange Commission (the "Commission"expense) a registration statement relating (the “Registration Statement”) registering the resale by Subscriber of the Subscribed Securities (the “Registrable Securities”), and the Issuer shall use its commercially reasonable efforts to an offering have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than sixty (60) calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the SEC; provided, further, that the Issuer shall have the Registration Statement declared effective within ten (10) Business Days after the date the Issuer is notified (orally or in writing, whichever is earlier) by the staff of the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the SEC is open for business and (ii) if the SEC is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the SEC remains closed for. Upon Subscriber’s timely request, the Issuer shall provide a draft of the Registration Statement to the Subscriber for review at least two (2) Business Days in advance of the date of filing the Registration Statement with the SEC (the “Filing Date”), and Subscriber shall provide any comments on the Registration Statement to the Issuer no later than the day immediately preceding the Filing Date. Unless otherwise agreed to in writing by the Subscriber prior to the filing of the Registration Statement, the Subscriber shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the SEC requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its own account prompt written request to the Issuer. Notwithstanding the foregoing, if the SEC prevents the Issuer from including any or all of the account shares proposed to be registered under the Registration Statement due to limitations on the use of others under Rule 415 of the Securities Act for the resale of any the Registrable Securities by the applicable shareholders or otherwise, such Registration Statement shall register for resale such number of its equity securitiesRegistrable Shares which is equal to the maximum number of Registrable Securities as is permitted by the SEC. In such event, the number of Registrable Securities or other than on Form S-4 or Form S-8 (shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and as promulgated promptly as practicable after being permitted to register additional shares under Rule 415 under the Securities Act, the Issuer shall amend the Registration Statement or file one or more new Registration Statement(s) (such amendment or its then equivalents relating to equity securities new Registration Statement shall also be deemed to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "“Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested ” hereunder) to register by such additional Registrable Securities and cause such amendment or Registration Statement(s) to become effective as promptly as practicable after the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contraryfiling thereof.

Registration Rights. (a) If at any time American Depository Receipts. On or before the Company shall determine to prepare and file with seven-month anniversary of the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement")Closing Date, the Company agrees to have in place a Level II American Depositary Receipts facility (“ADR” and "ADR Facility", respectively) on NASDAQ or the New York Stock Exchange (NYSE). The Purchasers shall send have the right to have the Shares (or any portion of them) and, once issued upon exercise of the Warrants, the Warrant Shares (or any portion of them) be converted into American Depositary Shares, at the Company’s expense, immediately following the completion of the implementation of the ADR Facility. At least 30 days prior to the Holder written notice formation of such determination andthe ADR Facility, if within 30 days after receipt the Company will notify each Purchaser of such notice, Holder shall so request in writing (which request shall specify the its rights to have his Shares and Warrant Shares intended to (if converted) be disposed of by the Holder), the Company will cause the registration registered under the Securities Act of all ADR Facility, and shall register such Shares and Warrant Shares which under the ADR Facility at the election of the Purchasers. Implementation of ADR Facility shall be deemed completed when the Company’s Registration Statement filed with the Commission with respect to ADSs of the Company has been so requested is declared effective by the Commission. The Company covenants to make reasonable commercial efforts to maintain the registration of the Ordinary Shares through such ADR Facility, or to register by and maintain an Alternative US Registration, in each case, , until the Holder, to the extent requisite to permit the disposition later of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registrationthird anniversary following effectiveness thereof, and (ii) the six-month anniversary of the exercise of the last of the Warrants (provided that any Warrants that expire prior to exercise shall, for purposes of this sentence, be deemed to have been exercised six months prior to expiration). The Purchaser agrees that, in the case sole discretion of a determination the Company and any other shareholders of the Company, additional shares of the Company which have been issued to delay registeringshareholders, shall or which may be permitted issued to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for shareholders in the same period future, may be converted into American Depositary Shares, as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) completion of the Securities Actimplementation of the ADR Facility, or at any time thereafter. The Company acknowledges and agrees that if it As used herein, an Alternative US Registration shall file mean a registration statement, of the Ordinary Shares (including the Shares and Warrant Shares must be included thereon and Shares) with effect for the Company shall not enter into and contract or agreement to benefit of the contraryPurchaser at least as beneficial (as confirmed by the Purchaser Majority) as provided under the ADR Facility.

Registration Rights. (a) If at any time Section 4.1 The Company agrees that, no later than 90 calendar days prior to the Company shall determine to prepare and file with one-year anniversary of the Securities and Exchange Commission Closing Date (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder“Filing Date”), the Company will cause file with the SEC (at the Company’s sole cost and expense) a registration statement (the “Registration Statement”) registering the resale of the Notes, Conversion Shares, any other shares of Common Stock issued or issuable to the Undersigned as of the Filing Date and any other equity security issued or issuable to the Undersigned by way of share split, dividend, distribution, recapitalization, merger, exchange, or replacement (collectively, the “Registrable Securities”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective by no later than the one-year anniversary of the Closing Date (the “Effectiveness Date”); provided, further, that the Company’s obligations to include the Registrable Securities in the Registration Statement are contingent upon the Undersigned furnishing a completed and executed selling shareholder questionnaire in customary form to the Company that contains the information required by SEC rules for a Registration Statement regarding the Undersigned, the securities of the Company held by the Undersigned and the intended method of disposition of the Registrable Securities to effect the registration of the Registrable Securities, and the Undersigned 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, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement as permitted hereunder. For the avoidance of doubt, the Undersigned shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. The Undersigned agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of Registrable Securities to the Company (or its successor) upon reasonable request to assist the Company in making the determination described above. The Company shall provide a draft of the Registration Statement to the Undersigned for review at least two (2) business days in advance of the Filing Date, and the Undersigned shall provide any comments on the Registration Statement to the Company no later than the day immediately preceding the Filing Date. In no event shall the Undersigned be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requires that the Undersigned be identified as a statutory underwriter in the Registration Statement, the Undersigned will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company, in which case the Company’s obligation to register the Registrable Securities will be deemed satisfied or (ii) be included as such in the Registration Statement. The Registration Statement shall be on Form S-3 (or Form S-1, if Form S-3 is not available; provided, the Company may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form S-3 at such time after the Company becomes eligible to use such Form S-3). Notwithstanding the foregoing, if the SEC 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 Registrable Securities by the applicable stockholders or otherwise (and notwithstanding that the Company used diligent efforts to advocate with the staff of the SEC for the registration of all Shares or a greater portion of the Registrable Securities), such Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted to be registered by the SEC. In such event, the number of Registrable Securities to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and Warrant Shares which the Company has been so requested as promptly as practicable after being permitted to register by additional Registrable Securities under Rule 415 under the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registrationSecurities Act, the Company shall determine for any reason not amend the Registration Statement or file a new Registration Statement (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register such additional Registrable Securities and cause such amendment or Registration Statement to become effective as promptly as practicable after the filing thereof, but in any event no later than thirty (30) calendar days after the filing of such Registration Statement (the “Additional Effectiveness Deadline”); provided, that the Additional Effectiveness Deadline shall be extended to sixty (60) calendar days after the filing of such Registration Statement if such Registration Statement is reviewed by, and comments thereto are provided from, the SEC; provided, further the Company shall have such Registration Statement declared effective within five (5) business days after the date the Company is notified in writing by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Date or to delay registration effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Company of such securitiesits obligations to file or effect the Registration Statement as set forth above in this Section 4.1. Upon notification by the SEC that any Registration Statement has been declared effective by the SEC, within two (2) business days thereafter, the Company may, at its election, give written notice of such determination to shall file the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to final prospectus under Rule 144(k) 424 of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrary.

Registration Rights. (a) If at any time The Company agrees that, within thirty (30) calendar days after the Company shall determine to prepare and file with the Securities and Exchange Commission Transaction Closing (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder“Filing Date”), the Company will cause file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Shares (the initial registration statement and any other registration statement that may be filed by the Company under this Section 6, the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Transaction Closing and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, that if such day falls on a Saturday, Sunday or other day that the SEC is closed for business, the Effectiveness Deadline shall be extended to the next business day on which the SEC is open for business; and provided further, that if the SEC is closed on a business day (whether by reason of government shutdown, government order, health protocol or otherwise), the Effectiveness Deadline shall be extended by the same number of such business days. Notwithstanding the foregoing, if the SEC or its staff 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 of the Securities Act for the resale of shares of Common Stock by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the SEC or its staff. In such event, the number of Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional Shares under Rule 415 under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registrationAct, the Company shall determine for any reason not amend the Registration Statement or file a new Registration Statement to register such Shares not included in the Registration Statement and cause such amendment or Registration Statement to delay registration of such securitiesbecome effective as promptly as practicable. In no event shall the Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided that if the SEC requests that Subscriber be identified as a statutory underwriter in the Registration Statement, the Company may, at its election, give written notice of such determination Subscriber will have an opportunity to withdraw from the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securitiesRegistration Statement. The Company shall include use its commercially reasonable efforts to provide a draft of the Registration Statement to the Subscriber for review at least two (2) Business Days in such registration statement all or any part advance of such Shares and Warrant Shares such Holder requests to be registeredfiling the Registration Statement; providedprovided that, howeverfor the avoidance of doubt, that in no event shall the Company shall not be required to register any delay or postpone the filing of such Registration Statement as a result of or in connection with the Subscriber’s review. The Company agrees that it will use its commercially reasonable efforts to cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective as to the Subscriber until the earliest (such earliest date, the “Effectiveness Expiration”) of (i) two (2) years from the date of effectiveness of the initial Registration Statement, (ii) the date on which the Subscriber ceases to hold the Shares and Warrant covered by such Registration Statement, or (iii) the first date on which the Subscriber can sell all of its Shares pursuant to this Section 7 that are eligible for sale pursuant to under Rule 144(k) 144 of the Securities ActAct without restriction, including any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable). The Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of the Shares to the Company acknowledges and agrees that if it shall file a registration statementupon request to assist the Company in making the determination described above. The Company’s obligations to include the Shares in the Registration Statement are contingent upon the Subscriber furnishing in writing to the Company such information regarding the Subscriber, the Shares and Warrant Shares must be included thereon and securities of the Company shall not enter into beneficially owned by the Subscriber, the intended method of disposition of the Shares, and contract or agreement to the contrary.transactions and relationships with the

Registration Rights. (a) If at any time the Company Parent shall determine to prepare and file with the Securities and Exchange Commission SEC as soon as practicable after the Effective Time a Shelf Registration Statement on Form S-3 (or other applicable form) covering the "Commission") a registration statement relating continuous sale pursuant to an offering for its own account or the account of others Rule 415 under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Shelf Registration Statement"), in the Company manner specified therein (provided that such manner shall send not include an underwritten public offering), of the shares of Parent Common Stock issued in the Merger (the "Registration Shares"). Parent shall use its best efforts to cause the Shelf Registration Statement to be declared effective by the SEC no later than the Financial Result Date (as defined herein) and to remain effective until the earlier of such time as all shares of Parent Common Stock issued in the Merger are sold pursuant to the Holder written notice Shelf Registration Statement or two years from the Effective Time (the "Effective Period"); provided that in the event that Parent determines in good faith that, because it has under consideration a significant (as defined under Regulation S-X of such determination and, if within 30 days after receipt the SEC) acquisition or disposition or other material transaction that has not been publicly disclosed or that it is in the process of such notice, Holder shall so request in writing (which request shall specify preparing for filing with the Shares and Warrant Shares intended to be disposed of by the Holder)SEC a Report on Form 8-K or other form, the Company will Shelf Registration Statement may contain a material misstatement or omission, the Parent may cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested Shelf Registration Statement to register by the Holder, not be used for an aggregate period not to exceed forty-five (45) days in any twelve-month period. Notwithstanding anything to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registeredcontrary, provided that if at any time after giving that a Stockholder or Optionholder wishes to sell Registered Shares pursuant to the Shelf Registration Statement, it shall give written notice of its intention to register any securities and Parent no less than one (1) Business Day prior to the effective date of intended transaction, and Parent shall use its best efforts to advise such Stockholder or Optionholder as promptly as practicable, but in no event in more than one (1) Business Day, whether the registration statement filed in connection with transaction may proceed, and such registration, the Company Stockholder or Optionholder shall determine for not consummate any reason not to register transaction or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) deliver a Prospectus in the case of a determination not to registerevent that Parent shall so notify such Stockholder or Optionholder, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company which notice shall include in such registration statement all or any part the number of such Shares and Warrant Shares such Holder requests to be registered; provided, however, Business Days that the Company shall Shelf Registration Statement may not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contraryused.

Registration Rights. (a) If at any time the The Company shall determine to prepare and will file a “resale” registration statement with the Securities SEC covering all Shares of Common Stock included within the Units sold in the Offering and Exchange Commission (underlying any Preferred Shares and the "Commission") a registration statement relating to an offering for its own account or Warrants, so that the account shares of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated Common Stock will be registered under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the . The Company will cause maintain the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition effectiveness of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to “resale” registration statement from the effective date of the registration statement filed until all Registrable Securities (as defined in connection the Registration Rights Agreement) covered by such registration statement have been sold, or may be sold without the requirement to be in compliance with such registrationRule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination counsel to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securitiesCompany. The Company shall include in will use its reasonable best efforts to have such “resale” registration statement all or filed within One Hundred and Eighty (180) days after the Final Closing Date and declared effective by the SEC as soon as possible and, in any part event, within Three Hundred and Sixty (360) days after the Final Closing Date of such Shares and Warrant Shares such Holder requests the Offering (the “Effectiveness Deadline”), unless extended by Subscriber Consent. The Company is obligated to be registeredpay to the Subscribers a fee of 1% per month of the investors’ investment, payable in cash, up to a maximum of 6%, for each month in excess of the Effectiveness Deadline that the registration statement has not been declared effective; provided, however, that the Company shall not be required obligated to register pay any Shares and Warrant Shares such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to this Section 7 that are eligible for sale pursuant its authority with respect to “Rule 144(k) 415”, provided the Company registers at such time the maximum number of shares of Common Stock permissible upon consultation with the staff of the Securities Act. The Company acknowledges and agrees SEC; provided, further, that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement be obligated to pay any liquidated damages at any time following the contrary.one year anniversary of the Final Closing Date. The description of registration rights is qualified in its entirety by reference to Registration Rights Agreement annexed hereto as Exhibit E.

Registration Rights. (a) If at any time The Holder of this Warrant has been granted certain registration rights by the Company. These registration rights are set forth in a Securities Purchase Agreement entered into by the Company shall determine and Purchaser of the Company’s 5% Convertible Notes (the “Notes”) at or prior to prepare and file with the issue date of this Warrant. The terms of the Securities and Exchange Commission (Purchase Agreement are incorporated herein by reference. Upon the "Commission") occurrence of a registration statement relating to an offering for its own account or the account of others under Non-Registration Event as described in the Securities Act Purchase Agreement, in the event the Company is unable to issue Common Stock upon exercise of any this Warrant that has been registered in the Registration Statement described in Section 9.1(d) of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its Purchase Agreement, within the time periods described in the Securities Purchase Agreement, which Registration Statement must be effective throughout the exercise period of this Warrant, then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder upon written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of demand made by the Holder), the Company will cause pay to the registration under Holder of this Warrant, in lieu of delivering Common Stock, a sum equal to the closing ask price of the Company’s Common Stock on the Principal Market (as defined in the Securities Act of all Shares and Warrant Shares which Purchase Agreement) or such other principal trading market for the Company has been so requested to register Company’s Common Stock on the trading date immediately preceding the date notice is given by the Holder, to less the extent requisite to permit Purchase Price, for each share of Common Stock designated in such notice from the disposition of Holder. Notwithstanding the Shares foregoing, if any registration statement described in this section is filed and Warrant Shares so declared effective but shall thereafter cease to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the (without being succeeded immediately by an additional registration statement filed in connection with such registration, the Company and declared effective) for a period of time which shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) exceed 45 days in the case aggregate per year but not more than 30 consecutive calendar days (defined as a period of a determination not to register365 days commencing on the date the Registration Statement is declared effective), shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company event shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contraryNon-Registration Event.

Registration Rights. (a) If at any time 6.1 As soon as reasonably practicable, but in no event later than 30 days after the Company shall determine to prepare and file with the Securities and Exchange Commission Initial Closing Date (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"“Initial Filing Date”), the Company shall send file a registration statement covering the resale of the Registrable Securities related to the Holder written notice of such determination Initial Closing (and, if within the Milestone Closing has occurred on or before the Initial Filing Date, the Registrable Securities related to the Milestone Closing), with the SEC for an offering to be made on a continuous basis pursuant to Rule 415, or if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders of a majority of such Registrable Securities may reasonably specify (the “First Initial Registration Statement”). In the event that the Milestone Closing has not occurred on or before the Initial Filing Date and the Registrable Securities related to the Milestone Closing are not covered in the Initial Registration Statement, as soon as reasonably practicable, but in no event later than 30 days after receipt of such noticethe Milestone Closing Date (the “Milestone Filing Date”, Holder shall so request in writing (which request shall specify and together with the Shares and Warrant Shares intended to be disposed of by Initial Filing Date, the Holder“Filing Date”), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statementstatement covering the resale of the Registrable Securities related to the Milestone Closing with the SEC for an offering to be made on a continuous basis pursuant to Rule 415, or if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders of a majority of such Registrable Securities may reasonably specify (the “Milestone Initial Registration Statement” and, together with the First Initial Registration Statement, the Shares and Warrant Shares must “Initial Registration Statement”). The applicable Initial Registration Statement shall be included thereon on Form S-3 (except if the Company is ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1) and the Company shall not enter into effect the registration, qualifications or compliances (including, without limitation, the execution of any required undertaking to file post-effective amendments, appropriate qualifications or exemptions under applicable blue sky or other state securities laws and contract appropriate compliance with applicable securities laws, requirements or agreement regulations) as promptly as possible after the filing thereof, but in any event prior to the contrary.date which is five days after the receipt of a notification of no-review in the event of no review by the SEC, or 90 days after the applicable Filing Date in the event of a review by the SEC. For purposes of clarification, any failure by the Company to file the applicable Initial Registration Statement by the applicable Filing Date or to effect such Registration Statement within such five days after the notification of no-review or 90 days after the applicable Filing Date, as applicable, shall not otherwise relieve the Company of its obligations to file or effect the applicable Initial Registration Statement as set forth above in this Section 6.1. In the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly

Registration Rights. (a) If any Pledged Subsidiary at any time the Company shall determine or from time to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement relating time proposes to an offering for register any of its own account or the account of others securities under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement")1933, the Company shall send will at each such time give notice to the Holder written notice Agent of such determination and, if within Pledged Subsidiary's intentions so to do. Upon the request of the Agent given 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause all Pledged Stock of such Pledged Subsidiary to be included in the registration under the Securities Act of statement proposed to be filed, all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the public sale or other public disposition of such Pledged Stock so registered by the Shares holders thereof. The costs and Warrant Shares so expenses of all such registrations and qualifications under said Act shall be paid by the Company or such Pledged Subsidiary, except that underwriting discounts and commissions in respect of any Pledged Stock sold pursuant to any such registration statement shall be registered, provided that if at any time borne by the sellers thereof. As expeditiously as possible after giving written notice of its intention to register any securities and prior to the effective date of any such registration statement, the registration statement filed Company will deliver in connection with exchange for any certificates representing shares of Pledged Stock so registered pursuant to such registration, which bear any restrictive legend, new Pledged Stock certificates not bearing such legend or any similar legend. In the event of any such registration, the Company shall determine hereby agrees to indemnify and hold harmless the Agent and the Lenders as pledgee of the Pledged Stock against any losses, claims, damages or liabilities to which the Agent and the Lenders may become subject to the extent that such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any such registration statement, and any preliminary prospectus or filed prospectus, or in any amendment or supplement thereto, or arise out of or are based upon 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, and will reimburse the Agent and the Lenders for any reason not to register legal or to delay registration of such securities, other expenses reasonably incurred by the Company may, at its election, give written notice of such determination to Agent and the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares Lenders in connection with investigating or defending any such registrationloss, and (ii) in the case of a determination to delay registeringclaim, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securitiesdamage or liability. The Company indemnifications contained in this paragraph shall include in such registration statement all each person, if any, who controls the Agent or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contraryLender.

Registration Rights. (a) If As soon as possible after the Final Closing Date (as defined in the Memorandum), but in no event later than ninety (90) days after the Final Closing Date (regardless of whether the maximum number of Securities shall have been sold), Issuer shall, at any time its sole cost and expense, file a registration statement on the Company shall determine to prepare and file appropriate form under the 1933 Act with the Securities and Exchange Commission ("SEC") covering all of the Conversion Shares and as set forth in this Section 9(a) (collectively, the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration StatementRegistrable Securities"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition time being of the Shares essence. Issuer will use its best efforts to have such registration statement declared effective as soon as possible thereafter, and Warrant Shares so to be registered, provided that if shall keep such registration statement current and effective for at any time after giving written notice of its intention to register any securities and prior to least three (3) years from the effective date thereof or until such earlier date as all of the Registrable Securities registered pursuant to such registration statement shall have been sold or otherwise transferred. If the Registration Statement is not filed within such ninety (90) days, the Conversion Price (as hereinafter defined) shall be reduced (and concomitantly, the number of shares of Common Stock issuable upon Conversion of the Securities shall increase) by the percentage resulting from multiplying three (3%) percent by the number of thirty (30) day periods, or any part thereof, beyond such ninety (90) day period until the registration statement covering the Registrable Securities is filed with the SEC. Notwithstanding anything to the contrary contained herein, and in connection with such registrationaddition to the adjustments set forth in the preceding sentence, if the Registration Statement shall not be declared effective within 180 days after the Final Closing Date (regardless of whether the maximum number of Securities shall have been sold), then the Conversion Price shall be reduced (and concomitantly the number of shares of Common Stock issuable upon the conversion of the Securities shall increase) by the percentage resulting from multiplying three (3%) percent by the number of thirty (30) day perods, or any part thereof, beyond the 180-day period until the Registration Statement described herein covering the Registrable Securities is declared effective. Notwithstanding the foregoing, the Company Conversion Price shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered reduced pursuant to this Section 7 for 9(a) by more than thirty-six (36%) percent in the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contraryaggregate.

Registration Rights. (a) If at any time As soon as possible after the Company Final Closing Date, but in no event later than July 31, 1999 (regardless of whether the maximum number of shares of Preferred Stock (and Warrants) shall determine to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"have been sold), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company mayshall, at its electionsole cost and expense, give written notice file a registration statement on the appropriate form under the 1933 Act with the SEC covering all of the Conversion Shares and such determination additional shares of Common Stock that may be issued as a result of any adjustment to the Holder andConversion Price for the Preferred Stock and/or the Exercise Price for the Warrants as set forth in the Memorandum and as set forth below (collectively, thereuponthe "Registrable Securities") for all holders of the Preferred Stock, the Warrants and Registrable Securities (collectively, the "Registered Holders"), time being of the essence. The Company will use its best efforts to have such registration statement declared effective as soon as possible after filing, and to keep such registration statement current and effective for at least three (3) years from the Final Closing Date or until such earlier date as all of the Registrable Securities registered pursuant to such registration statement shall have been sold. Notwithstanding anything to the contrary contained herein, if such registration statement shall not be filed with the SEC by July 31, 1999 or the Registration Statement shall not be declared effective by December 31, 1999 (regardless of whether the maximum number of shares of Preferred Stock (and Warrants) shall have been sold), then (i) in with respect to the case of a determination not failure to registerfile the Registration Statement by July 31, 1999, the Conversion Price for the Preferred Stock and the Exercise Price for the Warrants shall be relieved reduced (and concomitantly the number of its obligation to register shares of Common Stock issuable upon the conversion of the Preferred Stock and upon the exercise of the Warrants shall increase) by the percentage resulting from multiplying six (6%) percent by the number of thirty (30) day periods, or any Shares and Warrant Shares in connection part thereof, beyond July 31, 1999, until the initial registration statement described herein covering the Registered Securities is filed with such registration, and the SEC and/or (ii) in with respect to the case of a determination to delay registeringRegistration Statement not being declared effective by December 31, 1999, the Conversion Price for the Preferred Stock and the Exercise Price for the Warrants shall be permitted to delay registering reduced (and concomitantly the number of shares of Common Stock issuable upon the conversion of the Preferred Stock and upon the exercise of the Warrants shall increase) by the percentage resulting from multiplying six (6%) percent by the number of thirty (30) day periods, or any Shares and Warrant Shares being registered part thereof, beyond December 31, 1999, until the initial registration statement described herein covering the Registered Securities is declared effective. The maximum reduction pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company provision shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(kthirty-six (36%) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrarypercent.

Registration Rights. (a) If at any time In the Company shall determine to prepare and event that the Shares are not registered in connection with the consummation of the Transaction, Sandbridge agrees that, within thirty (30) calendar days after the Closing Date, it will file with the Securities SEC (at its sole cost and Exchange Commission (the "Commission"expense) a registration statement relating to an offering for its own account or registering the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition resale of the Shares (the “Registration Statement”), and Warrant Shares so it shall use its commercially reasonable efforts to be registeredhave the Registration Statement declared effective as soon as practicable after the filing thereof, provided that if at any time after giving written notice but no later than the earliest of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in sixty (60) calendar days (or ninety (90) calendar days if the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, SEC notifies Sandbridge that it will “review” the Registration Statement) following the Closing Date and (ii) five (5) business days after Sandbridge is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. Sandbridge agrees to cause such Registration Statement, or another shelf registration statement that includes the Shares to be sold pursuant to this Subscription Agreement, to remain effective until the earliest of (x) the third anniversary of the Closing, (y) the date on which the Investor ceases to hold any Shares issued pursuant to this Subscription Agreement, and (z) on the first date on which the Investor is able to sell all of its Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) without restriction under Rule 144 of the Securities Act within ninety (90) days without limitation as to the amount of such securities that may be sold, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for Sandbridge to be in compliance with the current public information required under Rule 144(c)(i) (or Rule 144(i)(2), if applicable). The Investor agrees to disclose its ownership to Sandbridge upon request to assist it in making the determination described above. In no event shall the Investor be identified as a statutory underwriter in the case Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have an opportunity to withdraw its Shares from the Registration Statement. Notwithstanding the foregoing, if the SEC seeks to prevent Sandbridge 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 of the Securities Act for the resale of the Shares by the applicable stockholders or otherwise, Sandbridge shall use its best efforts to ensure that the SEC determines that (1) the offering contemplated by the Registration Statement is a determination bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 of the Securities Act and (2) the Investor is not a statutory underwriter. If Sandbridge is unsuccessful in the efforts described in the preceding sentence then Sandbridge shall cause such Registration Statement to delay registeringregister for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the SEC. In such event, the number of Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders, and Sandbridge will register Investor’s remaining Shares that were not registered at the earliest date permitted by the SEC and subject to delay registering any Shares the other terms and Warrant Shares being registered conditions of this Section 7. For as long as the Registration Statement shall remain effective pursuant to this Section 7 7(a), Sandbridge will use commercially reasonable efforts to (1) qualify the Shares for listing on the Stock Exchange, and (2) update or amend the Registration Statement as necessary to include the Shares. For as long as the Investor holds the Shares, Sandbridge will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Shares pursuant to the Registration Statement or Rule 144 of the Securities Act (when Rule 144 of the Securities Act becomes available to the Investor), as applicable. Notwithstanding anything to the contrary contained herein, Sandbridge may delay or postpone filing of such Registration Statement, and from time to time require the Investor not to sell under the Registration Statement or suspend the use or effectiveness of any such Registration Statement, if the board of directors of Sandbridge determines in good faith that either in order for the same Registration Statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of Sandbridge or would require premature disclosure of information that could materially adversely affect Sandbridge (each such circumstance, a “Suspension Event”); provided, that, (I) Sandbridge shall not so delay filing or so suspend the use of the Registration Statement on more than two (2) occasions or for a period as of more than sixty (60) consecutive days or more than a total of one hundred-twenty (120) calendar days, in each case in any three hundred sixty (360) day period, and (II) Sandbridge shall use commercially reasonable efforts to make such Registration Statement available for the delay in registering such other securities. The Company shall include in such registration statement all or any part sale by the undersigned of such securities as soon as practicable thereafter. If so directed by Sandbridge, the Investor will deliver to Sandbridge or, in the Investor’s sole discretion destroy, all copies of the prospectus covering the Shares and Warrant Shares such Holder requests to be registeredin the Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the Company prospectus covering the Shares shall not apply (i) to the extent the Investor is required to retain a copy of such prospectus (A) in order to comply with applicable legal or regulatory requirements or (B) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up. Sandbridge’s obligations to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to Sandbridge such information regarding the Investor, the securities of Sandbridge held by the Investor and the intended method of disposition of such Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by Sandbridge to effect the registration of such Shares, and shall execute such documents in connection with such registration as Sandbridge may reasonably request that are customary of a selling stockholder in similar situations; provided that the Investor shall not be required to register execute any Shares and Warrant Shares pursuant lock-up or similar agreement or otherwise be subject to this Section 7 any contractual restriction on the ability to transfer the Shares. Sandbridge shall provide to Investor a copy of any filing that are eligible for sale pursuant is proposed to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement include disclosure relating to the contraryInvestor at least five (5) business days in advance of any disclosure thereof and shall include such revisions to such proposed disclosure as Investor shall reasonably request so as to result in disclosure that is compliant with applicable securities laws and regulations.

Registration Rights. The Company shall, at its sole expense, prepare and file, within seventy-five (a75) If at any time days of the acquisition of Maxx Motorsports, Inc. (“Filing Date”), with the SEC a registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 of the U.S. Securities & Exchange Act. Such registration statement shall be on Form 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 determine to be on another appropriate form in accordance herewith (“Registration Statement”). The Company shall prepare and file with the SEC such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities and Exchange Commission (prepare and file with the "Commission") a registration statement relating SEC such amendments in order to an offering register for its own account or the account of others resale under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securitiesRegistrable Securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests cause the related Prospectus to be registered; providedamended or supplemented by any required Prospectus supplement, however, that the Company shall not and as so supplemented or amended to be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale filed pursuant to Rule 144(k424 (or any similar provisions then in force) of promulgated under the Securities Act. The Company acknowledges shall respond as promptly as possible to any comments received from the SEC with respect to the Registration Statement or any amendment thereto. The Company shall comply in all material respects with the provisions of the Securities & Exchange Act with respect to the disposition of all the Registrable Securities covered by the Registration Statement during the applicable period. The Company and agrees the Subscribers agree that the Subscribers will suffer damages if the Registration Statement is not filed on or prior to the Filing Date. The Company and the Subscribers further agree that it shall file would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or (ii) the Company breaches in a registration statementmaterial respect any covenant or other material term or condition to this Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the Shares transactions contemplated hereby and Warrant Shares must be included thereon thereby, and such breach continues for a period of five (5) days after written notice thereof to the Company, (iii) the Company shall pay in stock as liquidated damages for such failure and not enter into as a penalty, to each Subscriber an amount equal to 10% of the shares purchased by the Subscriber for all shares of Common Stock purchased pursuant to this Agreement (the “Liquidated Damages Amount”). Payments to be made to pursuant to this paragraph shall be due and contract payable immediately upon demand. The parties agree that the Liquidated Damages Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Subscribers if the Registration Statement is not filed on or agreement prior to the contrary.Filing Date, but is filed within thirty (30) days after said Filing Date. Remainder of this page left intentionally blank

Registration Rights. (a) If at any time the Company shall determine 6.1 Within 30 Business Days of becoming eligible to prepare and file with the Securities and Exchange Commission use Form S-3, including pursuant to General Instruction B.6 thereof (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"“Filing Eligibility Date”), the Company shall send file a registration statement covering the resale of the Registrable Securities with the SEC for an offering to be made on a continuous basis pursuant to Rule 415, or if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders of a majority of the Registrable Securities may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 and the Company shall use its reasonable best efforts to cause the registration statement to be declared effective by the SEC as promptly as possible after the filing thereof (the “Filing Date”), but in any event, in the event of no review by the SEC, prior to the Holder written notice date which is 30 Business Days after the Filing Date, or, in the event of a review by the SEC, 45 Business Days after the date the Company (or its counsel) is notified of a review by the SEC (the “Review Notification Date”). For purposes of clarification, any failure by the Company to file the Initial Registration Statement within 30 Business Days of the Filing Eligibility Date or to effect such determination andRegistration Statement within the 30 or 45 Business Day periods, as applicable, after the Filing Date shall not otherwise relieve the Company of its obligations to file or effect the Initial Registration Statement as set forth above in this Section 6.1. In the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof, (ii) use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the SEC and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or, if within 30 days after receipt of the Company is ineligible to register for resale the Registrable Securities on Form S-3, such noticeother form available to register for resale the Registrable Securities as a secondary offering. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, Holder shall so request in writing as the case may be, under clauses (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder)ii) or (iii) above, the Company will cause use its reasonable best efforts to file with the SEC, as promptly as allowed by the SEC, one or more registration under the Securities Act of all Shares and Warrant Shares which statements on Form S-3 or, if the Company has been so requested is ineligible to register by for resale the HolderRegistrable Securities on Form S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). Notwithstanding any other provision of this Agreement and subject to the extent requisite to permit payment of damages in Section 6.3, if the disposition SEC limits the number of the Shares and Warrant Shares so Registrable Securities permitted to be registeredregistered on a particular Registration Statement, provided that if at any time after giving written notice required cutback of its intention to register any securities and prior Registrable Securities shall be applied to the effective date of Purchasers pro rata in accordance with the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration number of such securities, the Company may, at its election, give written notice of Registrable Securities sought to be included in such determination Registration Statement by reference to the Holder and, thereupon, amount of Registrable Securities set forth opposite such Purchaser’s name on Exhibit A (i) and in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statementsubsequent transfer, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement initial Purchaser’s transferee) relative to the contraryaggregate amount of all Registrable Securities.

Registration Rights. The shares to be issued pursuant to subsection 2 of this Agreement shall contain unlimited piggyback registration rights. Consultant's piggyback registration rights shall commence one (a1) If at any time year from the date hereof and shall terminate three (3) years after the Company shall determine register any of its shares of common stock for sale pursuant to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of 1933, as amended (the ("Act"). The Company shall bear the costs of such registrations. In the event of the sale of the shares contemplated hereunder, Consultant shall pay any and all underwriting commissions and non-accountable expenses of its equity securitiesany underwriter selected by Consultant to sell the common stock (the "Registrable Securities"), other than on Form S-4 or Form S-8 (each as promulgated under together with the Securities Act) or its then equivalents relating expenses of any legal counsel selected by Consultant to equity securities to be issued solely represent Consultant in connection with any acquisition the sale of any entity the Registrable Securities. The Company agrees to use its prompt best efforts to cause the filing required herein to become effective and to qualify or business or equity securities issuable register the Registrable Securities in connection with stock option or other employee benefit plans (a "Registration Statement")such states as are reasonably requested by the Consultant. As to Consultant's piggyback registration rights, the Company agrees to qualify or register the Registrable Securities in such additional states as are reasonably requested by Consultant and the Company shall send bear all costs and expenses, including reasonable counsel fees and expenses, of the qualification of registration of the Registrable Securities in such additional states as are reasonably requested by the Consultant. In no event shall the Company be required to register the Holder written notice of Registrable Securities in more than five (5) states or in a state in which such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing registration would cause (which request shall specify i) the Shares and Warrant Shares intended Company to be disposed obligated to do business in such state, or (ii) the principal stockholders of by the Holder)Company to be obligated to escrow any of their securities. In the event that Consultant shall request that the Company register the Registrable Securities in more than 5 states, the Company will cause agrees to cooperate with such request, but at the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition sole cost of the Shares and Warrant Shares so to be registeredConsultant, provided that if at any time after giving written notice unless as part of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such a subsequent registration, the Company shall determine for any reason not to register or to delay determines that registration of such securitiesin states beyond the five, is in its own best interests. Notwithstanding the provisions contained in this paragraph 4, the Company mayholders of the shares acquired pursuant to paragraph 2, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall will be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) avail themselves of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statementRule 144, with regard to disposal of the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contraryshares.

Registration Rights. (a) If at any time The Company agrees prior to the Company shall determine to prepare and date of expiration of the Restricted Period, it will file with the Securities SEC (at its sole cost and Exchange Commission (the "Commission"expense) a registration statement relating to an offering for its own account or registering the account resale of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 Common Shares and the Warrant Shares (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "“Registration Statement"”) on behalf of the Purchasers (or their Permitted Transferee(s)), and it shall use its commercially reasonable efforts to have the Registration Statement declared effective, respectively, as soon as practicable after the filing thereof. The Company agrees to cause such Registration Statement or another shelf registration statement that includes the Common Shares and Warrant Shares, to remain effective until the earliest of (i) the second anniversary of the Closing or (ii) the date on which the Purchasers (or their Permitted Transferee(s)) cease to hold any Common Shares, Common Warrants and Warrant Shares. In no event shall send the Purchasers (or their Permitted Transferee(s)) be identified as statutory underwriters in the Registration Statement, unless in response to a comment or request from the Holder written notice staff of such determination andthe SEC or another regulatory agency; provided, that if within 30 days after receipt of such noticethe SEC requests that the Purchasers (or their Permitted Transferee(s)) be identified as statutory underwriters in the Registration Statement, Holder shall so request in writing the Purchasers (which request shall specify the or their Permitted Transferee(s)) will have an opportunity to withdraw their Common Shares and Warrant Shares intended from the Registration Statement. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the shares proposed to be disposed registered under the Registration Statement due to limitations on the use of by the Holder), the Company will cause the registration under Rule 415 of the Securities Act for the resale of all the Common Shares and Warrant Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Common Shares and Warrant Shares which the Company has been so requested to register by the Holder, is equal to the extent requisite to permit the disposition maximum number of the Common Shares and Warrant Shares so as is permitted by the SEC. In such event, the number of Common Shares and Warrant Shares to be registeredregistered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders. The Purchasers (or their Permitted Transferee(s)) acknowledge and agree that the Company may suspend the use of any such registration statement if it determines that in order for such registration statement not to contain a material misstatement or omission, provided an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that if would adversely affect the Company that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, provided, that, (I) the Company shall not so delay filing or so suspend the use of the Registration Statement for a period of more than ninety (90) consecutive days or more than a total of one hundred-twenty (120) calendar days in any time after giving written notice three hundred sixty (360) day period and (II) the Company shall use commercially reasonable efforts to make such Registration Statement available for the sale by the Purchasers (or their Permitted Transferee(s)) of its intention such securities as soon as practicable thereafter. The Company’s obligations to register any securities include the Common Shares and prior Warrant Shares for resale in the Registration Statement are contingent upon the Purchasers (or their Permitted Transferee(s)) furnishing in writing to the effective date Company such information regarding the Purchasers (or their Permitted Transferee(s)), the securities of the Company held by the Purchasers (or their Permitted Transferee(s)) and the intended method of disposition of such Common Shares and Warrant Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by the Company to effect the registration statement filed of such Common Shares and Warrant Shares, and shall execute such documents in connection with such registration, registration as the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case may reasonably request that are customary of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares selling stockholder in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrarysimilar situations.

Registration Rights. (a) If at any time The Company agrees that, within 30 calendar days after the Company shall determine to prepare and file with the Securities and Exchange Commission Closing Date (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement")such deadline, the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder“Filing Deadline”), the Company will cause use commercially reasonable efforts to submit or file with the Commission (at the Company’s sole cost and expense) a registration under statement registering the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition resale of the Subscribed Shares and Warrant Shares so to be registeredeligible for registration, provided that if at any time after giving written notice as determined as of its intention to register any securities and two Business Days prior to such submission or filing (the effective date of the registration statement filed in connection with such registration“Registration Statement”), and the Company shall determine for any reason not use its commercially reasonable efforts to register or to delay registration have the Registration Statement declared effective no later than the earlier of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case 60th calendar day following the earlier of a determination not to register(A) the filing of the Registration Statement and (B) the Filing Deadline, shall be relieved of its obligation to register any Shares if the Registration Statement is reviewed by, and Warrant Shares in connection with such registrationreceives comments from, the Commission, and (ii) the 10th Business Day after the date the Company is notified in writing by the case of a determination Commission that the Registration Statement will not be “reviewed” or will not be subject to delay registeringfurther review (such earlier date, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities“Effectiveness Deadline”). The Company will use its commercially reasonable efforts to provide a draft of the Registration Statement to Subscriber for review (but not comment) at least two Business Days in advance of submitting or filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register delay or postpone the filing of such Registration Statement as a result of or in connection with Subscriber’s review. Notwithstanding the foregoing, if the Commission prevents the Company from including any Shares and Warrant Shares pursuant or all of the shares proposed to this Section 7 that are eligible for sale pursuant be registered under the Registration Statement due to limitations on the use of Rule 144(k) 415 of the Securities ActAct for the resale of the Subscribed Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Subscribed Shares that is equal to the maximum number of Subscribed Shares as is permitted by the Commission. The Company acknowledges and agrees that if it shall file a registration statementIn such event, the number of Subscribed Shares and Warrant to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and, as promptly as practicable after being permitted to register additional Subscribed Shares must be included thereon and under Rule 415 under the Securities Act, the Company shall not enter into and contract or agreement will use commercially reasonable efforts to the contrary.submit

Registration Rights. (a) If at As promptly as reasonably practicable after Closing, but in any time event within twenty (20) Business Days after the Company shall determine to prepare and file with later of (i) the Securities and Exchange Commission Closing or (ii) the "Commission") a registration statement relating to an offering for its own account or filing of the account of others under the Securities Act of any of its equity securities, other than Company’s Annual Report on Form S-4 or Form S-8 (each as promulgated under 10-K for the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement")year ended December 31, 2022, the Company shall send file and use commercially reasonable efforts to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended cause to be disposed of by the Holder), the Company will cause the registration under declared effective or otherwise become effective pursuant to the Securities Act a shelf Registration Statement on Form S-1 (or any short-form shelf registration statement available to the Company) (a “Shelf Registration Statement”), or shall amend an existing Shelf Registration Statement, to register the resale all of the shares of Company Common Stock issuable upon conversion or exercise of Securities (the “Shares”). The Company agrees to cause such Shelf Registration Statement, or another shelf registration statement that includes the shares of Company Common Stock issuable upon conversion or exercise of Securities to be sold pursuant to this Agreement, to remain effective until the earliest of (x) the fifth anniversary of the Closing, (y) the date on which Purchaser ceases to hold any shares of Company Common Stock issuable upon conversion or exercise of Securities, and (z) on the first date on which Purchaser is able to sell all Shares of its shares of Company Common Stock issuable upon conversion or exercise of Securities without restriction under Rule 144 of the Securities Act within ninety (90) days without limitation as to the amount of such securities that may be sold, any volume and Warrant Shares manner of sale restrictions which may be applicable to affiliates under Rule 144(b)(2). Purchaser agrees to disclose its ownership to the Company has been so upon request to assist it in making the determination described above. In no event shall Purchaser be identified as a statutory underwriter in the Shelf Registration Statement unless requested to register by the HolderSEC; provided, that if the SEC requests that Purchaser be identified as a statutory underwriter in the Shelf Registration Statement, Purchaser will have an opportunity to withdraw its shares of Company Common Stock issuable upon conversion or exercise of Securities from the extent requisite Shelf Registration Statement. Notwithstanding the foregoing, if the SEC seeks to permit prevent the disposition Company from including any or all of the Shares and Warrant Shares so shares proposed to be registered, provided that if at any time after giving written notice registered under the Shelf Registration Statement due to limitations on the use of its intention to register any securities and prior to the effective date Rule 415 of the registration statement filed in connection with such registrationSecurities Act for the resale by the applicable stockholders or otherwise, the Company shall determine for any reason use its best efforts to ensure that the SEC determines that (1) the offering contemplated by the Shelf Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 of the Securities Act and (2) the Purchaser is not a statutory underwriter. If the Company is unsuccessful in the efforts described in the preceding sentence then the Company shall cause such Shelf Registration Statement to register or for resale such number of shares which is equal to delay registration the maximum number of shares as is permitted by the SEC. In such securitiesevent, the number of shares to be registered for each selling stockholder named in the Shelf Registration Statement shall be reduced pro rata among all such selling stockholders, and the Company may, will register Purchaser’s remaining shares that were not registered at its election, give written notice of such determination the earliest date permitted by the SEC and subject to the Holder and, thereupon, (i) in the case other terms and conditions of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities4.10. The Company shall include in such registration statement will use commercially reasonable efforts to file all reports and provide all customary and reasonable cooperation necessary to enable the undersigned to resell the shares of Company Common Stock issuable upon conversion or any part exercise of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares Securities pursuant to this Section 7 that are eligible for sale pursuant to the Shelf Registration Statement or Rule 144(k) 144 of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statementAct (when Rule 144 of the Securities Act becomes available to Purchaser for such shares), the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contraryas applicable.

Registration Rights. (a) If If, at any time prior to December 31, 2002 the Company shall determine proposes to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering register any of its securities for its own account or the account of others under the Securities Act of any of its equity securities1933, as amended, (the "Securities Act") (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with pursuant to a stock option or other employee benefit plans (or similar plan and other than in connection with a "Registration Statement"business combination transaction), the Company shall send to the Holder shall, promptly give written notice (the "Registration Notice") to BNY of the Company's intention to effect such determination andregistration. If, if within 30 15 days after receipt of such notice, Holder shall so BNY submits a written request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company specifying the number of shares of Common Stock which it will cause receive upon exercise of the registration under Warrant and which it proposes to sell or otherwise dispose of, (the Securities Act of all Shares and Warrant Shares which "Subject Stock") the Company has been so requested to register by shall include the Holder, Subject Stock in such registration statement. Notwithstanding anything herein to the extent requisite contrary BNY shall not be entitled to permit require the disposition Company to include the Subject Stock in a registration statement more frequently than twice during the term hereof. BNY when requesting inclusion of the Shares Subject Stock in any such registration statement, may in its discretion delay exercise of the Warrant and notify the Company that it will exercise its Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior as to the effective date of Subject Stock immediately upon the registration statement filed in connection with such registration, the Company shall determine becoming effective or for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case delivery upon closing of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securitiesrelated offering. The Company shall include will use its reasonable best efforts in such registration statement all or any part good faith to effect promptly (but in no event later than one hundred and twenty (120) days after the receipt from BNY of such Shares and Warrant Shares such Holder requests the request to be registered; register the Subject Stock, provided, however, that such period shall be extended for up to sixty (60) additional days in the event of a material development that shall hinder the Company from effecting such registration) the registration of the Subject Stock. The Company shall keep each registration statement covering any Subject Stock in effect for a period of not less than 90 days following the effectiveness of such registration statement (except for an underwritten offering which is closed sooner) and maintain compliance with each applicable federal and state law and regulation. Notwithstanding the foregoing, if the offering of the Company's securities pursuant to such registration statement is to be made by or through underwriters, the Company shall not be required to register any Shares include Subject Stock therein if and Warrant Shares pursuant to this Section 7 the extent that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, underwriter managing the Shares and Warrant Shares must be included thereon and offering advises the Company shall not enter into and contract or agreement to the contraryin writing that such inclusion would materially adversely affect such offering.

Registration Rights. (a) If at any time the The Company shall determine to prepare and file a “resale” registration statement with the Securities and Exchange Commission SEC covering 25% of the Shares (or Conversion Shares) purchased by the "Commission") a registration statement relating to an offering for its own account or the account Subscriber, so that such shares of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated Common Stock will be registered under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the . The Company will cause maintain the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition effectiveness of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to “resale” registration statement from the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, until all Registrable Securities (i) as defined in the case of a determination not Registration Rights Agreement) covered by such registration statement have been sold, or may be sold without the requirement to register, shall be relieved of its obligation to register any Shares in compliance with Rule 144(c)(1) and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered otherwise without restriction or limitation pursuant to this Section 7 for the same period as the delay in registering such other securitiesRule 144. The Company shall include in will use its reasonable best efforts to have such “resale” registration statement all filed by the Filing Date (as defined in the Registration Rights Agreement) and declared effective by the SEC as soon as possible and, in any event, by the Effectiveness Date (as defined in the Registration Rights Agreement), unless extended by Subscribers representing the Required Approval. The Company is obligated to pay to the Subscribers a fee of 1% per month of the investors’ investment, payable in cash, up to a maximum of twelve (12%) percent, on the Filing Date and the Effectiveness Date if the registration obligations set forth herein have not been met, and pro- rata for each month, or any part partial month, in excess of such Shares and Warrant Shares such Holder requests to be registeredthe Filing Date and/or the Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be required obligated to register pay any Shares and Warrant Shares such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to this Section 7 that are eligible for sale pursuant its authority with respect to “Rule 144(k) 415”, provided the Company registers at such time the maximum number of shares of Common Stock permissible upon consultation with the staff of the Securities ActSEC. The Company acknowledges and agrees that if it shall file a description of registration statement, rights is qualified in its entirety by reference to Registration Rights Agreement annexed hereto as Exhibit E (the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrary“Registration Rights Agreement”).

Registration Rights. (a) If The Company will, if requested in writing by Parent at any time and from time to time within two years of the exercise of the Option, as promptly as practicable (but in no event later than 60 days after receipt of such written request) prepare, file and use its reasonable best efforts to effect up to three (3) registration statements ("Demand Registration Statements") under the Securities Act if such registration is necessary in order to permit the sale or other disposition of any or all shares of securities that have been acquired by or are issuable to Parent upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Parent, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision, and the Company will use its best efforts to qualify such shares or other securities under any applicable state securities laws; PROVIDED, HOWEVER, that the Company shall determine have no obligation to prepare and file with a Demand Registration Statement hereunder unless such registration statement will cover at least twenty percent (20%) of the Securities and Exchange Commission (Option Shares; PROVIDED, FURTHER that the "Commission") Company may postpone the filing of a registration statement relating to an offering a registration request by Parent under this Section 8 for a period of time (not in excess of 45 days) if the Company is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such Demand Registration Statement (but would not be required if such Demand Registration Statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its own account shareholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities (but in no event shall the account of others Company exercise such postponement right more that once in any twelve-month period). A registration statement will not count as a Demand Registration Statement under this Section 8(a) unless and until the registration statement relating to such registration has been declared effective by the Securities and Exchange Commission. Parent may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 8(a) but has not yet been declared effective, and Parent may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act of any of its equity securities1933, other than on Form S-4 as amended, or Form S-8 (each as the rules and regulations promulgated under the Securities Act) thereunder, or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "file another Demand Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company number of Demand Registration Statements permitted under this Section 8(a) shall be reduced by the number of Demand Registration Statements so withdrawn; provided, further, however, that the number of Demand Registration Statements permitted under this Section 8(a) shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible reduced for sale pursuant to Rule 144(ksuch withdrawal if at the time of such withdrawal (i) Parent has learned of a material adverse change in the results of operations, conditions, business or prospects of the Securities Act. The Company acknowledges and agrees from that if it shall file a registration statement, known to Parent at the Shares and Warrant Shares must be included thereon and time of its request or (ii) the stock price of the Company shall not enter into and contract or agreement to has changed significantly from the contrarydate of its request.

Registration Rights. (a) If at any time when there is not an effective registration statement covering all of the Underlying Securities, the Company shall determine to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement")plans, the Company shall send to the each Holder of Underlying Securities written notice of such determination and, if within 30 days seven (7) Business Days after receipt of such notice, any such Holder shall so request in writing (which request shall specify the Shares and Warrant Shares Underlying Securities intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares Underlying Securities which the Company has been so requested to register by the Holder, to the extent requisite required to permit the disposition of the Shares and Warrant Shares Underlying Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares Underlying Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares Underlying Securities being registered pursuant to this Section 7 1 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares Underlying Securities such Holder requests to be registered. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Underlying Securities in such registration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Underlying Securities, would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Underlying Securities of the Holders, then (x) the number of Underlying Securities of the Holders included in such registration statement shall be reduced pro-rata among such Holders (based upon the number of Underlying Securities requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Underlying Securities, or (y) none of the Underlying Securities of the Holders shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Underlying Securities; provided, however, that if securities are being offered for the Company account of other persons or entities as well as the Company, such reduction shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) represent a greater fraction of the number of Underlying Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, intended to be offered by the Shares and Warrant Shares must be included thereon and Holders than the Company shall not enter into and contract fraction of similar reductions imposed on such other persons or agreement to entities (other than the contraryCompany).

Registration Rights. a. The Company agrees that, within thirty (a30) If at any time calendar days after the Company shall determine to prepare and file with consummation of the Securities and Exchange Commission Transactions (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder“Filing Deadline”), the Company will cause file with the SEC (at the Company’s sole cost and expense) a registration statement to register under and in accordance with the provisions of the Securities Act, the resale of all Registrable Securities (as defined below) on Form S-3 (which shall be filed pursuant to Rule 415 under the Securities Act of all Shares and Warrant Shares which as a secondary-only registration statement), if the Company has been so requested to register by is then eligible for such short form, or any similar or successor short form registration or, if the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long form registration (the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities“Registration Statement”). The Company shall include in such registration statement all or any part of such Shares use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof, but no later than the sixty (60) calendar days following the Filing Deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the Filing Deadline if the Registration Statement is reviewed by, and Warrant Shares such Holder requests to be registeredreceives comments from, the SEC; provided, however, that the Company’s obligations to include the Acquired Securities in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of the Acquired Securities as shall be reasonably requested by the Company to effect the registration of the Acquired Securities, and 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, including providing that the Company shall not be required entitled to register postpone and suspend the effectiveness or use of the Registration Statement during any Shares customary blackout or similar period and Warrant Shares pursuant including with respect to this Section 7 that are eligible the effectiveness thereof or in the event the Registration Statement must be supplemented, amended or suspended. The Company will provide a draft of the Registration Statement to the Subscriber for sale pursuant review at least two (2) business days in advance of filing the Registration Statement. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the SEC. Notwithstanding the foregoing, if the SEC 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 144(k) 415 of the Securities ActAct for the resale of the Acquired Securities by the Holders or otherwise, such Registration Statement shall register the resale of such number of Common Shares which is equal to the maximum number of Common Shares as is permitted by the SEC. In such event, the number of Common Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders. The Company acknowledges and agrees that if it shall file a registration statement, will use its commercially reasonable efforts to maintain the Shares and Warrant Shares must continuous effectiveness of the Registration Statement until all such securities cease to be Registrable Securities (as defined below) or such shorter period upon which all Subscribers with Registrable Securities included thereon and in such Registration Statement have notified the Company shall not enter into and contract or agreement that such Registrable Securities have actually been sold. The Company will use its commercially reasonable efforts to (i) facilitate the removal of all restrictive legends from any Acquired Securities being sold under the Registration Statement at the time of sale of such Acquired Securities, (ii) cause its legal counsel to deliver the necessary legal opinions, if any, to the contrary.transfer agent in connection with the instruction under subclause (i), and (ii) ensure that any Acquired Securities being sold under the Registration Statement at the time of sale of such Acquired Securities will be eligible for clearance and settlement through the facilities of The Depository Trust Company. The Company will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable Subscriber to resell Registrable Securities pursuant to the

Registration Rights. (a) If at any time the Company shall determine to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send ........ Prior to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder)Maturity Date, the Company will cause the be required to file a shelf registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, statement with respect to the extent requisite to permit the disposition Exchange Notes (a "SHELF REGISTRATION STATEMENT"). The filing of the Shares and Warrant Shares so to Shelf Registration Statement will be registered, provided that if at any time after giving written notice of its intention to register any securities and prior a condition precedent to the effective date extension of Interim Loans to Term Loans. The Company and the registration statement filed Guarantors, jointly and severally, will pay liquidated damages in connection with such registration, the Company shall determine for any reason not form of increased interest of 50 basis points on the principal amount of Exchange Notes outstanding to register or to delay registration holders of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, Exchange Notes (i) in if the case Shelf Registration Statement is not declared effective by the SEC within 60 days of a determination not to registerthe Maturity Date, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with until such registrationShelf Registration Statement is declared effective, and (ii) during any period of time (subject to customary exceptions) following the effectiveness of the Shelf Registration Statement that such Shelf Registration Statement is not available for sales thereunder. After 12 weeks, the liquidated damages shall increase by 50 basis points, and shall increase by 50 basis points for each 12 week period thereafter to a maximum increase in interest of 200 basis points (such damages to be payable in the case form of additional Exchange Notes, if the interest rate thereon exceeds 14% per annum). In addition, unless and until the Company has caused the Shelf Registration Statement to become effective, the holders of the Exchange Notes will have the right to "piggy-back" in the registration of any debt or preferred equity securities (subject to customary scale-back provisions) that are registered by the Company (other than on a determination to delay registering, shall Form S-4) unless all the Exchange Notes will be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for redeemed or repaid from the same period as the delay in registering proceeds of such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not will be required to register any Shares and Warrant Shares pursuant effect an "A/B" exchange offer to this Section 7 that are eligible for sale pursuant to Rule 144(k) all holders of Exchange Notes within 60 days of the Securities Actissuance of the Exchange Notes if the holders of a majority in principal amount of the Exchange Notes then outstanding so request. EXHIBIT C TO COMMITMENT LETTER ------------------------------ FUNDING CONDITIONS ------------------ Capitalized terms used but not defined herein have the meanings assigned to them in the Commitment Letter to which this Exhibit C is attached and of which it forms a part. The Company acknowledges availability of the Interim Loans and agrees that if it shall file a registration statementthe Credit Facilities is conditioned upon satisfaction of, among other things, the Shares and Warrant Shares must conditions precedent summarized below (the date upon which all such conditions precedent shall be included thereon satisfied and the Company shall not enter into Interim Loans and contract Credit Facilities will be funded, the "CLOSING DATE") on or agreement to the contrarybefore November 30, 1999.

Registration Rights. (a) If at any time The Company agrees that, within thirty (30) calendar days after the Closing, the Company shall determine to prepare and will file with the Securities SEC (at the Company’s sole cost and Exchange Commission (the "Commission"expense) a registration statement relating (the “Registration Statement”) registering the resale of the Shares (together with any other equity interests received in exchange therefor, the “Registrable Securities,” as further described below), and the Company shall use its commercially reasonable efforts to an offering for have the Registration Statement declared effective as soon as practicable after the filing thereof. The Company agrees that the Company will cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective until the earlier of (i) two (2) years from the issuance of the Registrable Securities, (ii) the date on which Subscriber ceases to hold the Registrable Securities covered by such Registration Statement, or (iii) on the first date on which Subscriber can sell all of its own account or the account of others Registrable Securities under Rule 144 promulgated under the Securities Act (“Rule 144”) without limitation as to the manner of any sale or the amount of such equity interests that may be sold. Subscriber agrees to disclose its equity securitiesbeneficial ownership, other than on Form S-4 or Form S-8 as determined in accordance with Rule 13d-3 of the Exchange Act, of the Registrable Securities to the Company (each as promulgated under the Securities Act) or its then equivalents relating successor) upon request to equity securities assist the Company in making the determination described above. The Company’s obligations to be issued solely include the Registrable Securities in connection with any acquisition of any entity or business or equity securities issuable the Registration Statement are contingent upon Subscriber furnishing in connection with stock option or other employee benefit plans (a "Registration Statement")writing to the Company such information regarding Subscriber, the Company shall send to the Holder written notice Registrable Securities of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause held by Subscriber and the registration under the Securities Act intended method of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so Registrable Securities as shall be reasonably requested by the Company to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to effect the effective date registration of the registration statement filed Registrable Securities, and shall execute such documents in connection with such registration, registration as the Company shall determine for any reason not to register or to delay registration may reasonably request that are customary of such securities, a selling stockholder in similar situations. If the SEC prevents the Company may, at its election, give written notice from including any or all of such determination the Registrable Securities proposed to be registered for resale under the Holder and, thereuponRegistration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Company’s Registrable Securities by the applicable stockholders or otherwise, (i) in such Registration Statement shall register for resale such number of Company registrable securities which is equal to the case maximum number of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, Company registrable securities as is permitted by the SEC and (ii) the number of Company registrable securities to be registered for each selling stockholder named in the case of a determination to delay registering, Registration Statement shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering reduced pro rata among all such other securitiesselling stockholders. The Company will provide a draft of the Registration Statement to Subscriber for review reasonably in advance of filing the Registration Statement. In no event shall include Subscriber be identified as a statutory underwriter in such registration statement all the Registration Statement unless required or any part of such Shares and Warrant Shares such Holder requests to be registeredrequested by the SEC; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file Subscriber is to be identified as a registration statementstatutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrary.Registration Statement. “

Registration Rights. Within thirty (a30) If at any time days following the Closing Date, the Company shall determine to prepare and file with the U.S. Securities and Exchange Commission (the "Commission"“SEC”) a registration statement relating to an offering for its own account or covering the account resale of others all Registrable Securities under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities for an offering to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans made on a continuous basis pursuant to Rule 415 (a "the “Registration Statement"”), the . The Company shall send use its reasonable commercial efforts to the Holder written notice of cause such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended Registration Statement to be disposed of declared effective by the Holder)SEC as soon as practicable, the Company will cause the registration and shall use its reasonable commercial efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Investor or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold pursuant to Rule 144 in transactions in which the requirements of paragraph (c)(1) thereof do not apply, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent. The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. The Company shall promptly notify the Investor of the effectiveness of the Registration Statement. The Investor agrees to promptly furnish to the Company a determination not to registercompleted and executed Selling Stockholder Questionnaire. All expenses (other than underwriting discounts, shall be relieved selling commissions, stock transfer taxes, and fees and disbursements of its obligation to register any Shares and Warrant Shares counsel for the Investor) incurred by the Company in connection with such registrationthe registration and the filing of the Registration Statement pursuant to this Section 4 shall be borne and paid by the Company. The term “Registrable Securities” means (i) the shares of common stock, par value $0.001 per share (“Common Stock”), of the Company issuable or issued upon conversion of the Investor’s Series J Preferred Stock; and (ii) any Common Stock issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay shares referenced in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registeredclause (i); provided, howeverthat the Investor has completed and delivered to the Company a Selling Stockholder Questionnaire; and provided, further, that the Company Investor’s shares of Common Stock shall not cease to be required Registrable Securities upon the earliest to register any Shares and Warrant Shares occur of the following: (A) sale pursuant to this Section 7 that are a Registration Statement or Rule 144 under the Securities Act (in which case, only such security sold shall cease to be a Registrable Security); or (B) such security first becoming eligible for sale by the Investor pursuant to Rule 144(k144 in a transaction in which the requirements of paragraph (c)(1) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall thereof do not enter into and contract or agreement to the contraryapply.

Registration Rights. (a) If The Company shall, if requested by Parent at any time and from time to time within two years after the date of first exercise of the Option, as expeditiously as possible prepare and file up to two registration statements under the Securities Act if such registration is necessary in order to permit the sale or other disposition of any or all securities that have been acquired by exercise by Parent of the Option, in accordance with the intended method of sale or other disposition stated by Parent, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision; and the Company shall determine use commercially reasonable efforts to prepare qualify such securities under any applicable state securities laws. Parent agrees to use reasonable best efforts to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis. The Company shall use reasonable best 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 such period not in excess of 90 calendar days from the day such registration statement first becomes effective as may be reasonably necessary to effect such sale or other disposition. The obligations of the Company to file with the Securities and Exchange Commission (the "Commission") a registration statement relating and to an offering maintain its effectiveness may be suspended for one or more periods of time not exceeding 90 calendar days in the aggregate with respect to any registration statement if the Board of Directors of the Company shall have determined that the filing of such registration statement or the maintenance of its effectiveness would require disclosure of nonpublic information that would materially and adversely affect the Company or would interfere with a planned merger, sale of material assets, recapitalization or other significant corporate action (other than the issuance of equity securities). Any registration statement prepared and filed under this Section 4, and any sale covered thereby, shall be at the Company's expense except for underwriting discounts or commissions and brokers' fees, which shall be borne solely by Parent. Parent shall provide in writing all information reasonably requested by the Company for inclusion in any registration statement to be filed hereunder. If, during the time periods referred to in the first sentence of this Section, the Company effects a registration under the Securities Act of the Company's equity securities for its own account or the account of others under the Securities Act of for any other of its equity securities, stockholders (other than on Form S-4 or Form S-8 (each as promulgated under S-8, or any successor form), it shall allow Parent the Securities Act) or its then equivalents relating right to equity participate in such registration; provided however, that, if the managing underwriters of such offering advise the Company that in their opinion the number of securities requested to be issued solely included in connection with any acquisition of any entity or business or equity such registration exceeds the number which can be sold in such offering on a commercially reasonable basis, priority shall be given to the securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement")intended to be included therein by the Company for its own account and, thereafter, the Company shall send include the securities requested to be included therein by Parent pro rata with the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares securities intended to be disposed included therein by other stockholders of by the Holder)Company. In connection with any registration pursuant to this Section, Parent and the Company will cause the registration under the Securities Act of all Shares shall provide each other and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition any underwriter of the Shares offering with customary representations, warranties, covenants, indemnification, and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed contribution in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrary.

Registration Rights. [The Holder is entitled to the benefits of the Registration Rights Agreement dated July 26, 2004, among the Company, the Guarantors, and the Initial Purchasers (the "REGISTRATION RIGHTS AGREEMENT"). In the event that (a) If at any time on or prior to the Company shall determine to prepare and file 90th day following the Issue Date, the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) has not been filed with the United States Securities and Exchange Commission ("COMMISSION"), (b) on or prior to the "210th day following the Issue Date, the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) has not been declared effective, (c) on or prior to the 240th day following the Issue Date, the Registered Exchange Offer (as defined in the Registration Rights Agreement) has not been consummated, (d) on or prior to the 60th day following the date the obligation to file the Shelf Registration Statement (as defined in the Registration Rights Agreement) arises, the Shelf Registration Statement has not been filed with the Commission", (e) a registration statement relating on or prior to an offering for its own account 150th day following the date the obligation to file arises, the Shelf Registration has not been declared effective, or (f) after either the Exchange Offer Registration Statement or the account of others under the Securities Act of any of its equity securitiesShelf Registration Statement has been declared effective, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities such Registration Statement thereafter ceases to be issued solely effective or usable (subject to the exceptions described in the Registration Rights Agreement) in connection with any acquisition resales of any entity Securities or business or equity securities issuable Exchange Securities in connection accordance with stock option or other employee benefit plans and during the periods specified in the Registration Rights Agreement (each such event referred to in clauses (a) through (f) above, a "Registration StatementREGISTRATION DEFAULT"), then interest ("SPECIAL INTEREST") shall accrue on the principal amount of the Initial Securities and the Exchange Securities (in addition to the stated interest on the Initial Securities and the Exchange Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest shall accrue at a rate per annum equal to 0.25% of the principal amount of the Securities (determined daily) with respect to the first 90-day period following such Registration Default. The rate for Special Interest shall increase by an additional 0.25% per annum at the end of each subsequent 90-day period until such Registration Default has been cured; PROVIDED, HOWEVER, that in no event shall the rate of such additional interest exceed 1.00% per annum. The Company shall send to the Holder written notice of pay such determination andaccrued Special Interest, if within 30 days after receipt any, in cash in full on each Interest Payment Date. Upon the cure of any Registration Default, Special Interest with respect to such notice, Holder event shall so request in writing (which request shall specify cease to accrue from the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the filing, effectiveness or consummation that cured such event, as the case may be, if the Company is otherwise in compliance with this paragraph. However, if, after any such Special Interest ceases to accrue, a different Registration Default occurs, Special Interest will again accrue as described.]* The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Request may be made to: Building Materials Corporation of America 1361 Alps Road Wayne, New Jersey 07470 Xxxxxxxxx: Xxxxxxxxx -------------------- * To be modified if the Security is an Additional Security to reflect any registration statement filed rights agreement executed in connection with such registrationAdditional Security. ASSIGNMENT FORM To assign this Security, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) fill in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrary.form below:

Registration Rights. (a) If at any time the Company shall determine to prepare and file with The holders of the Securities and Exchange Commission the Common Stock issuable upon conversion thereof are entitled to the benefits of a Registration Rights Agreement, dated as of April 9, 1998, between the Company and the Initial Purchasers (the "CommissionRegistration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Company has agreed for the benefit of the holders from time to time of the Securities and the Common Stock issuable upon conversion thereof that it will, at its expense, (i) within 90 days after the date of issuance of the original Securities, file a shelf registration statement (the "Shelf Registration Statement") a registration statement relating with the Commission with respect to an offering for resales of the Securities and the Common Stock issuable upon conversion thereof, (ii) use its own account or best efforts to cause such Shelf Registration Statement to be declared effective by the account Commission as promptly as practicable but no later than 270 days after the date of others original issuance of the Securities (the "Settlement Date") and (iii) use its best efforts to maintain such Shelf Registration Statement continuously effective under the Securities Act until the second annual anniversary of any the date of its equity securitiesthe effectiveness of the Shelf Registration Statement or such earlier date as is provided in the Registration Rights Agreement. If (i) on or prior to 90 days following the date of original issuance of the Securities, other than a Shelf Registration Statement has not been filed with the Commission, or (ii) on Form S-4 or Form S-8 prior to 270 days following the Settlement Date, such Shelf Registration Statement is not declared effective (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (each, a "Registration StatementDefault"), additional interest ("Liquidated Damages") will accrue on the Company shall send Securities from and including the day following such Registration Default to but excluding the Holder written notice day on which such Registration Default has been cured. Liquidated Damages will be paid semi-annually in arrears, with the first semi-annual payment due on the first Interest Payment Date in respect of the Securities following the date on which such determination andLiquidated Damages begin to accrue, if within 30 days and will accrue at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of the Securities to and including the 90th day following such Registration Default and at a rate per annum equal to one-half of one percent (0.50%) thereof from and after receipt of the 91st day following such notice, Holder shall so request in writing (which request shall specify Registration Default. In the Shares and Warrant Shares intended event that the Shelf Registration Statement ceases to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and effective prior to the second annual anniversary of the initial effective date of the registration statement filed Shelf Registration Statement or such earlier date as is provided in connection with the Registration Rights Agreement for a period in excess of 60 days, whether or not consecutive, during any 12-month period, then the interest rate borne by the Securities shall increase by an additional one-half of one percent (0.50%) per annum on the 61st day of the applicable 12-month period such registrationShelf Registration Statement ceases to be effective to but excluding the day on which the Shelf Registration Statement again becomes effective. Whenever in this Indenture there is mentioned, in any context, the Company payment of the principal of, premium, if any, or interest on, or in respect of, any Security, such mention shall determine be deemed to include mention of the payment of Liquidated Damages provided for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination in this Section to the Holder andextent that, thereuponin such context, Liquidated Damages are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Liquidated Damages (iif applicable) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company provisions hereof shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall construed as excluding Liquidated Damages in those provisions hereof where such express mention is not enter into and contract or agreement to the contrarymade.

Registration Rights. (a) If at any time the The Company shall determine to prepare and file a “resale” registration statement with the Securities SEC covering all shares of Common Stock underlying the Notes and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or Warrants, so that the account shares of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated Common Stock will be registered under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the . The Company will cause maintain the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition effectiveness of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to “resale” registration statement from the effective date of the registration statement filed until all Registrable Securities (as defined in connection the Registration Rights Agreement) covered by such registration statement have been sold, or may be sold without the requirement to be in compliance with such registrationRule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination counsel to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securitiesCompany. The Company shall include in will use its reasonable best efforts to have such “resale” registration statement all or filed within Forty Five Days (45) days after the Final Closing Date (the “Filing Date”) and declared effective by the SEC as soon as possible and, in any part event, within Ninety (90) days after the Filing Date (the “Effectiveness Deadline”), unless extended by Subscriber Consent. The Company is obligated to pay to the Subscribers a fee of such Shares 2% per month of the number of shares that the amount invested by the Investors would buy at the Conversion Price (as defined in the Note), payable in shares of registered Common Stock, up to a maximum of 6%, for each month in excess of the Filing Date that the registration statement has not been filed and Warrant Shares such Holder requests to be registeredthe Effectiveness Deadline that the registration statement has not been declared effective; provided, however, that the Company shall not be required obligated to pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to “Rule 415”, provided the Company registers at such time the maximum number of shares of Common Stock permissible upon consultation with the staff of the SEC; provided, further, that the Company shall not be obligated to pay any liquidated damages if the shares of Common Stock the Company is obligated to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale the Registration Rights Agreement may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144(k) of 144 under the Securities Act. The Company acknowledges and agrees that if it shall file a description of registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement rights is qualified in its entirety by reference to the contrary.Registration Rights Agreement annexed hereto as Exhibit E.

Registration Rights. (a) The Corporation shall file and use its best efforts to cause to be declared effective by the SEC not later than 120 days from the Closing (the "Required Registration Date"), a registration statement on Form S-1 (or other applicable form) under the Securities Act, or any successor or alternate form thereto (the "Registration Statement") to register under the Securities Act the shares of Common Stock of the Corporation into which the Securities are convertible and the Placement Agent Warrants (the "Shelf Registration"). The Corporation shall take all other actions necessary to keep such Shelf Registration continuously effective such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Corporation pursuant to a written opinion letter, addressed to the Corporation's transfer agent to such effect. If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Securities are convertible exceeds the number of shares of Common Stock initially registered in respect of the Underlying Shares (as defined in the Securities Purchase Agreement) based upon the computation on the Closing, the Corporation shall have fifteen (15) Business Days to file such additional Registration Statement, and the Corporation shall use its best efforts to cause such additional Registration Statement to be declared effective by the SEC as soon as possible, but in no event later than 120 days after Closing. The Corporation shall bear all costs and expenses of such Shelf Registration. The Corporation shall notify the Placement Agent promptly of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof. If at any time the Company SEC shall determine to prepare and file with issue any order suspending the Securities and Exchange Commission (effectiveness of the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send Corporation will make every effort to obtain the Holder written notice withdrawal of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify order at the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contraryearliest possible moment.

Registration Rights. (a) If at any time the The Company shall determine covenants and agrees to prepare and file with the Securities and Exchange Commission a registration statement on Form S-3 (the "CommissionForm S-3 Registration Statement") providing for the resale of the Shares, and the Company will use its best efforts to cause such Form S-3 Registration Statement to be declared effective on or before the earlier of September 30, 1997 or two business days following receipt of a "no-review" or similar letter from the SEC. In the event such Form S-3 Registration Statement is not declared effective by October 15, 1997, then if after October 15, 1997, the Company proposes to file a registration statement relating to an offering for its own account or the account of others notification under the Securities Act for the primary or secondary sale of any debt or equity security, it will give written notice at least 10 days prior to the filing of such registration statement or notification to the Subscriber of its equity securitiesintention to do so. The Company agrees that, other than on Form S-4 after receiving written notice from the Subscriber of his desire to include his Shares in such proposed registration statement or Form S-8 (each as promulgated under notification within five days after the Securities Act) or its then equivalents relating Subscriber receives the notice from the Company, the Company shall afford the Subscriber the opportunity to equity securities to be issued solely in connection with any acquisition have their Shares included therein. Notwithstanding the provisions of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"this Section 5(a), the Company shall send have the right, at any time after it shall have given written notice pursuant to this paragraph (whether or not a written request for inclusion of the Shares shall be made) to elect not to file any such proposed registration statement or notification or to withdraw the same after the filing but prior to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder effective date thereof. In no event shall so request in writing (which request shall specify the Company be obligated to include the Shares and Warrant Shares intended to be disposed in any registration statement or notification under this Section 5(a) if: (i) in the written opinion of by the Holder)underwriter, the inclusion of the Shares in such registration statement or notification would be materially detrimental to the proposed offering of debt or equity securities pursuant to which the Company will cause gave notice to the Subscriber under this paragraph; or (ii) in the opinion of counsel for the Company, concurred in by counsel for the Subscriber hereof, that the Shares are not considered "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act and that registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason is therefore not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contraryrequired.

Registration Rights. (a) In the event that the Grantee shall desire to sell any of the Shares within two years after the purchase of such Shares pursuant hereto, and such sale requires, in the opinion of counsel to the Grantee, which opinion shall be reasonably satisfactory to the Grantor and its counsel, registration of such Shares under the Securities Act, the Grantor will cooperate with the Grantee and any underwriters in registering such Shares for resale, including, without limitation, promptly filing a registration statement which complies with the requirements of applicable federal and state securities laws and entering into an underwriting agreement with such underwriters upon such terms and conditions as are customarily contained in underwriting agreements with respect to secondary distributions; provided that the Grantor shall not be required to have declared effective more than two registration statements hereunder and shall be entitled to delay the filing or effectiveness of any registration statement for up to 120 days if the offering would, in the judgment of the Board of Directors of the Grantor, require premature disclosure of any material corporate development or otherwise interfere with or adversely affect any pending or proposed offering of securities of the Grantor or any other material transaction involving the Grantor. (b) If at the Common Stock is registered pursuant to the provisions of this Section 8, the Grantor agrees (i) to furnish copies of the registration statement and the prospectus relating to the Shares covered thereby in such numbers as the Grantee may from time to time reasonably request and (ii) if any time the Company event shall determine occur as a result of which it becomes necessary to amend or supplement any registration statement or prospectus, to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each applicable securities laws such amendments and supplements as promulgated under may be necessary to keep effective for at least 180 days a prospectus covering the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), Common Stock meeting the Company shall send to the Holder written notice requirements of such determination andsecurities laws, if within 30 days after receipt and to furnish the Grantee such numbers of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date copies of the registration statement filed in connection with such and prospectus as amended or supplemented as may reasonably be requested. The Grantor shall bear the cost of the registration, including, but not limited to, all registration and filing fees, printing expenses, and fees and disbursements of counsel and accountants for the Company Grantor, except that the Grantee shall determine for any reason not to register or to delay registration pay the fees and disbursements of such securitiesits counsel, the Company may, at its election, give written notice of such determination underwriting fees and selling commissions applicable to the Holder andshares of Common Stock sold by the Grantee. The Grantor shall indemnify and hold harmless Grantee, thereuponits affiliates and its officers, (i) in the case directors and controlling persons from and against any and all losses, claims, damages, liabilities and expenses arising out of a determination not to register, shall be relieved of its obligation to register or based upon any Shares and Warrant Shares in connection with such registrationstatements contained or incorporated by reference in, and (ii) in the case of a determination to delay registeringomissions or alleged omissions from, shall be permitted to delay registering any Shares and Warrant Shares being registered each registration statement filed pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registeredparagraph; provided, however, that this provision does not apply to any loss, liability, claim, damage or expense to the Company shall not be required extent it arises out of any untrue statement or omission made in reliance upon and in conformity with written information furnished to register the Grantor by the Grantee, its affiliates and its officers expressly for use in any Shares and Warrant Shares registration statement (or any amendment thereto) or any preliminary prospectus filed pursuant to this Section 7 that are eligible for sale paragraph. The Grantor shall also indemnify and hold harmless each underwriter and each person who controls any underwriter within the meaning of either the Securities Act or the Securities Exchange Act of 1934, as amended, against any and all losses, claims, damages, liabilities and expenses arising out of or based upon any statements contained or incorporated by 6 reference in, and omissions or alleged omissions from, each registration statement filed pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees this paragraph; provided, however, that if it shall file a registration statementthis provision does not apply to any loss, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract liability, claim, damage or agreement expense to the contraryextent it arises out of any untrue statement or omission made in reliance upon and in conformity with written information furnished to the Grantor by the underwriters expressly for use in any registration statement (or any amendment thereto) or any preliminary prospectus filed pursuant to this paragraph.

Registration Rights. (a) If at NFP proposes to register for sale by NFP any time the Company shall determine to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or the account shares of others Common Stock under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with the public offering of such securities solely for cash (other than any acquisition registration of public sales or distributions of securities issued pursuant to a registration statement on Form S-8 or S-4 or any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"similar form), the Company shall send to the Holder NFP shall, at each such time, promptly give written notice of such determination and, if registration to Stockholder as a holder of Registrable Securities. Upon the written request of Stockholder given within 30 the time period specified by the Board of Directors (which period shall be not more than 10 days and not less than 5 days) after receipt mailing of such noticenotice by NFP, Holder shall so request NFP shall, subject to the provisions of Section 2.7, use its reasonable efforts to include or, in writing (which request shall specify the Shares and Warrant Shares intended to be disposed case of by the Holder)an underwritten offering, the Company will cause the registration under underwriter or underwriters to include, in the Securities Act offering, on the same terms and conditions as the securities of NFP included in such offering, all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so Includable Registrable Securities that Stockholder has requested to be registered, provided provided, however, that if if, at any time after giving written notice of its intention to register any securities shares and prior to the effective date of the registration statement filed in connection with such registration, the Company NFP shall determine for any reason not to register or to delay registration of such securitiesshares, the Company and Stockholder has requested registration pursuant to this Section 2.2, NFP may, at its election, give written notice of such determination to the Holder Stockholder and, thereupon, (ix) in the case of a determination not to register, NFP shall be relieved of its obligation to register any Shares and Warrant Shares Registrable Securities in connection with such registration, registration and of all liability in connection therewith (other than liability under Section 2.8 and expenses contemplated by Section 2.5) and (iiy) in the case of a determination to delay registeringsuch registration, NFP shall be permitted to delay registering registration of any Shares and Warrant Shares being registered pursuant Registrable Securities requested to this Section 7 be included in such registration statement for the same period as the delay in registering such other securitiesshares. The Company shall include In the case of any registration of Registrable Securities in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares an underwritten offering pursuant to this Section 7 that are eligible for sale 2.2, if Stockholder proposes to distribute its shares pursuant to Rule 144(k) this Section 2.2 then Stockholder shall, at the request of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statementNFP, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract an agreement in customary form with the underwriter or agreement to the contraryunderwriters selected by NFP.

Registration Rights. (a) If at any time a. In the Company shall determine to prepare and file with event that the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely Shares are not registered in connection with any acquisition the consummation of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement")the Transaction, the Company shall send to the Holder written notice of such determination andagrees that, if within 30 calendar days after receipt of such notice, Holder shall so request in writing the Transaction Closing Date (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder“Filing Deadline”), the Company will cause file with the Commission (at the Company’s sole cost and expense) a registration statement (the “Registration Statement”) registering under the Securities Act the resale of all Shares the Shares, and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not use its commercially reasonable efforts to register or to delay registration have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, 60th calendar day (or 90th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the Filing Deadline and (ii) the 5th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the case of a determination Commission that the Registration Statement will not be “reviewed” or will not be subject to delay registeringfurther review (such earlier date, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered“Effectiveness Date”); provided, however, that the Company’s obligations to include the Shares and any other shares of Class A Common Stock held by the undersigned in the Registration Statement are contingent upon the undersigned furnishing in writing to the Company such information regarding the undersigned, the securities of the Company held by the undersigned and the intended method of disposition of the Shares as shall be reasonably requested by the Company to effect the registration of the Shares, and 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, including providing that the Company shall not be required entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder. In no event shall the undersigned be identified as a statutory underwriter in the Registration Statement unless requested by the Commission. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the shares of Class A Common Stock 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 of Class A Common Stock held by the undersigned or any Other Subscriber or otherwise, such Registration Statement shall register any for resale such number of shares of Class A Common Stock which is equal to the maximum number of shares of Class A Common Stock as is permitted by the Commission. In such event, the number of shares of Class A Common Stock to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders. Until the earliest of (i) the date on which the Shares and Warrant Shares pursuant to this Section 7 that are eligible for may be resold without volume or manner of sale limitations pursuant to Rule 144(k144, (ii) the date on which such Shares have actually been sold and (iii) the date which is two years after the Subscription Closing (such date, the “End Date”), except for such times as the Company is permitted hereunder to suspend the use of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statementprospectus forming part of the Registration Statement, the Shares and Warrant Shares must be included thereon and the Company shall use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement until the End Date. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Deadline or to have such Registration Statement declared effective by the Effectiveness Date shall not enter into and contract otherwise relieve the Company of its obligations to file or agreement to effect the contraryRegistration Statement set forth in this Section 7.

Registration Rights. (a) If at any time On or prior to the Filing Date, the Company shall determine to prepare and file with the Commission a Registration Statement covering the resale of all or the maximum portion of the Registrable Securities and Exchange Commission (the "Commission") a registration statement relating to as permitted by SEC Guidance for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form 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 be on another appropriate form in accordance herewith) and shall contain a customary “Selling Stockholders” and “Plan of Distribution” sections reasonably satisfactory to the Placement Agent and its own account or counsel. Subject to the account terms of others this Agreement, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act of as promptly as possible after the filing thereof, but in any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send event prior to the Holder written notice of such determination andapplicable Effectiveness Date, if within 30 days after receipt of such notice, Holder and shall so request in writing (which request shall specify use its commercially reasonable best efforts to keep the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration Registration Statement continuously effective under the Securities Act until sooner of the second anniversary of the date of such effectiveness or the date that all Shares and Warrant Shares which Registrable Securities covered by the Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company has been so requested pursuant to register by the Holdera written opinion letter to such effect, addressed and acceptable to the extent requisite to permit Company’s transfer agent and the disposition of affected Holders (the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities“Effectiveness Period”). The Company shall include in such registration statement all telephonically request effectiveness of the Registration Statement no later than 5:00 pm Eastern time on a Trading Day. The Company shall immediately notify the Holders via facsimile or any part by e-mail of such Shares and Warrant Shares such Holder requests to be registered; provided, however, the effectiveness of the Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible the date requested for sale pursuant to Rule 144(k) effectiveness of the Securities ActRegistration Statement. The Company acknowledges and agrees that if it shall shall, by 9:30 am Eastern time on the second Trading Day after the Effective Date, file a registration statement, final Prospectus with the Shares and Warrant Shares must Commission as required by Rule 424. All selling shareholders included on the applicable Registration Statement shall be included thereon and given notice of the Company shall not enter into and contract or agreement to effectiveness of such Registration Statement substantially at the contrarysame time.

Registration Rights. (a) The Company hereby grants the following registration rights to holders of the Securities. If the Company at any time proposes to register any of its securities under the Company shall determine 1933 Act for sale to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering public, whether for its own account or for the account of others under other security holders or both, except with respect to registration statements on Forms S-0, X-0 or another form not available for registering the Warrant Shares and the other shares of Common Stock held by or purchaseable by Subscriber as set forth on Schedule 11.1 (“Registrable Securities”) for sale to the public, provided the Registrable Securities Act are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least fifteen (15) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written such notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder)Company, to register any of the Registrable Securities not previously registered, the Company will cause the such Registrable Securities as to which registration under the Securities Act of all Shares and Warrant Shares which the Company has shall have been so requested to register be included with the securities to be covered by the Holderregistration statement proposed to be filed by the Company, all to the extent requisite required to permit the sale or other disposition of the Shares and Warrant Shares Registrable Securities so to be registered, provided that if at any time after giving written notice registered by the holder of its intention to register any securities and prior such Registrable Securities (the “Seller” or “Sellers”). Unless instructed in writing to the effective date of contrary, the Subscribers hereby automatically exercise the registration statement filed rights granted in connection with this Section 11.1. The Seller is hereby given the same rights and benefits as any other party identified in such registration, . In the Company shall determine for event that any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for 11.1 shall be, in whole or in part, an underwritten public offering of common stock of the same period as Company, the delay in registering such other securities. The Company shall include number of shares of Registrable Securities to be included in such registration statement all or any part an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such Shares and Warrant Shares such Holder requests inclusion would adversely affect the marketing of the securities to be registeredsold by the Company therein; provided, however, that the Company shall not be required notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to register any Shares and Warrant Shares pursuant to in this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement 11.1 without thereby incurring any liability to the contrarySeller due to such withdrawal or delay.

Registration Rights. Within sixty (a60) If at any time days following the Company shall determine issuance of the Shares, Borrower agrees to prepare and file with the Securities and Exchange Commission (the "“Commission"”) a Registration Statement covering the Shares. The Registration Statement shall be on Form S-3 (except if Borrower is not then eligible to register for resale the Shares on Form S-3, in which case such registration statement relating shall be on another appropriate form in accordance herewith). Borrower shall use commercially reasonable efforts to an offering for its own account or cause the account of others Registration Statement to be declared effective under the Securities Act of any of its equity securities1933, other than on Form S-4 or Form S-8 as amended (each the “Securities Act”), as promulgated promptly as possible after the filing thereof. Borrower shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act, until the date which is the earlier date of when (i) all Shares covered by such Registration Statement have been sold or its then equivalents relating to equity securities to (ii) all Shares covered by such Registration Statement may be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the sold immediately without registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested without volume restrictions pursuant to register Rule 144(k), as determined by the Holdercounsel to Borrower pursuant to a written opinion letter to such effect, addressed and acceptable to Borrower’s transfer agent and Lender. In no event will Borrower be required (i) to pay a penalty for failure to cause each Registration Statement to be declared effective or for failure to cause each Registration Statement to remain effective; (ii) to pay liquidating damages in connection with the extent requisite Shares; or (iii) to permit make a cash payment in connection with the disposition settlement of the Shares. Borrower shall continue to pay Lender interest in cash on the sum of $1,000,000.00 at the existing rate per annum under the Note until the date the Shares are registered and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the legal opinion is received. Within three (3) business days following the effective date of the registration Registration Statement for the correct number of Shares (as determined under Section 3 below) (and payment of cash, if applicable, thereunder) and subject to compliance by Borrower of its obligations hereunder, Lender will return to Borrower the 750,000 shares of Digital Angel Corporation common stock pledged to Lender pursuant to the Pledge Agreement and each of the Pledge Agreement, Loan Agreement and Note shall be terminated and of no further force and effect. Lender will execute any and all Uniform Commercial Code financing statement filed terminations, mortgage releases and other such lien release documents as Borrower may request in connection with such registration, order to evidence or otherwise give public notice of the Company shall determine for any reason not to register or to delay registration termination of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company shall not enter into and contract or agreement to the contrarysecurity interest.

Registration Rights. (a) If If, upon exercise of all or any part of the Warrant effected by the Finder pursuant to the terms of any part of this Warrant and the terms of the Preferred Stock Securities Purchase Agreement at any time after ninety (90) days from the date of this Warrant, the Company fails to issue certificates for the shares of Common Stock issuable upon such exercise to the Finder bearing no restrictive legend for any reason, other than a breach of contract by Finder concerning the representations and warranties made by Finder in this Agreement or the Notice of Exercise found herein were untrue when made, then the Company shall determine be required, at the request of the Finder and at the Company's expense, to effect the registration of the shares of Common Stock issuable upon exercise of the shares of Common Stock under the 1933 Act, and relevant Blue Sky laws as promptly as is practicable. The Company and the Finder shall cooperate in good faith in connection with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The Company shall commence to prepare and file with a registration statement within 10 days of Finder's demand therefor and shall use its best efforts to cause such registration statement to become effective as soon as practicable thereafter. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the Securities and Exchange Commission (the "Commission") a with respect to such registration statement relating and promptly preparing and filing amendments to an offering for its own account or such registration statement which are responsive to the account comments received from the staff of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under and Exchange Commission. Once declared effective by the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement")and Exchange Commission, the Company shall send cause such registration statement to remain effective until the earlier of (i) the sale by the Finder of all Securities registered, or (ii) 120 days after the effective date of such registration statement. In the event that the Company has not effected the registration of the shares of Common Stock issuable upon the exercise of the Warrant under the 1933 Act and relevant Blue Sky Laws as soon as practicable after the date of the Finder's demand therefor, the Company shall pay to the Holder written notice of Finder by wire transfer, as liquidated damages for such determination andfailure and not as a penalty, if within 30 days after receipt of such notice, Holder shall so request an amount in writing (which request shall specify cash equal to $10,000. If the Shares and Warrant Shares intended Company does not remit the damages to be disposed of by the Holder)Finder as set forth above, the Company will cause pay the Finder reasonable costs of collection, including attorneys fees, in addition to the liquidated damages. Such payment shall be made to the Finder immediately if the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice shares of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason Common Stock is not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registeredeffected; provided, however, that the Company payment of such liquidated damages shall not be required relieve the Company from its obligations to register any Shares and Warrant Shares the shares of Common Stock pursuant to this Section 7 that are eligible for sale Section. The registration of the shares of Common Stock pursuant to Rule 144(k) of the Securities Act. The Company acknowledges and agrees that if it shall file a registration statement, the Shares and Warrant Shares must be included thereon and the Company this provision shall not enter into and contract effect or agreement to the contrarylimit Finder's other rights or remedies as set forth in this Agreement.

Registration Rights. (a) If at any time a. The Company agrees that, within 30 calendar days after the Company shall determine to prepare and file with consummation of the Securities and Exchange Commission Transaction (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder“Filing Deadline”), the Company will cause file with the Commission (at the Company’s sole cost and expense) a registration under statement (the Securities Act of all Shares and Warrant Shares which “Registration Statement”) registering the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition resale or transfer of the Shares Shares, and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not use its commercially reasonable efforts to register or to delay registration have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration90th 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 case of a determination Commission that the Registration Statement will not be “reviewed” or will not be subject to delay registeringfurther review) (such earlier date, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered“Effectiveness Date”); provided, however, that the Company’s obligations to include the Shares in the Registration Statement are contingent upon the undersigned furnishing in writing to the Company such information regarding the undersigned, the securities of the Company held by the undersigned and the intended method of disposition of the Shares as shall not be required reasonably requested by the Company to register any Shares effect the registration of the Shares, and Warrant Shares pursuant to this Section 7 shall execute such documents in connection with such registration as the Company may reasonably request that are eligible customary of a selling stockholder in similar situations. Notwithstanding the foregoing, if the Commission prevents the Company from including in the Registration Statement any or all of the Shares due to limitations on the use of Rule 415 of the Securities Act for the resale or transfer of the Shares by the applicable stockholders or otherwise, the Registration Statement shall register for resale or transfer such number of Shares which is equal to the maximum number of Shares as is permitted by the Commission. In such event, the number of Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders. If the Commission requests that the undersigned be identified as a statutory underwriter in the Registration Statement, the undersigned will have an opportunity to withdraw from the Registration Statement. The Company will use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement until the earliest of (i) the date on which the Shares may be resold without volume or manner of sale limitations pursuant to Rule 144(k) of 144 promulgated under the Securities Act, (ii) the date on which such Shares have actually been sold and (iii) the date which is two years after the Subscription Closing. The Company acknowledges and agrees that if it shall file a registration statementFor purposes of clarification, the Shares and Warrant Shares must be included thereon and any failure by the Company to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Date shall not enter into and contract otherwise relieve the Company of its obligations to file or agreement to effect the contraryRegistration Statement set forth in this Section 7.

Registration Rights. (a) If at any time No later than fifteen (15) business days following the Second Closing Date, the Company shall determine to prepare and file with the Securities and Exchange Commission a Registration Statement on Form S-3 (the "Commission") a or such other resale registration statement relating filed in place thereof in the event the Company ceases to an offering for its own account or be eligible to use Form S-3, as amended and supplemented from time to time, the account of others “Resale Registration Statement”) to register under the Securities Act the resale by the Noteholder of any or all of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be Conversion Shares that the New 2024 Notes issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing Noteholders are initially convertible into (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i“Registrable Securities”) in accordance with methods and distribution set forth in the case “Plan of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registrationDistribution” therein, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of 415 under the Securities Act. The Resale Registration Statement shall contain a prospectus naming the Noteholder as the selling stockholder. The Company acknowledges shall use its reasonable best efforts to respond to comments received from the Commission to such Resale Registration Statement, and agrees amend or supplement such filing, if required, as promptly as practicable (which shall include consideration of the timing and commercial impact on the Company of disclosure of an Intervening Event, if any), and thereafter to use its reasonable best efforts to cause such initially filed Resale Registration Statement to be declared effective as promptly as practicable by the Commission. The Company shall use its reasonable best efforts to keep the Resale Registration Statement effective until the earliest of (i) the date that if it shall file a registration statementthe Registrable Securities or the New 2024 Notes issued to the Noteholders are sold or otherwise transferred by the Noteholder, or (ii) the Shares and Warrant Shares must date when all of the Registrable Securities could be included thereon sold pursuant to Rule 144 under the Securities Act by the Noteholder, or (iii) the one-year anniversary of the Second Closing Date. All expenses related to preparation and the Company filing with the Commission of the Resale Registration Statement and maintaining the effectiveness of the Resale Registration Statement under the Securities Act shall not enter into and contract or agreement to be borne by the contraryCompany.

Registration Rights. (a) If at any time the Company The Corporation shall determine to prepare and file a registration statement with the Securities and Exchange Commission (the "“Commission"”) a to register the Series B stock within ninety (90) days after issuance of the Series B Stock. The Corporation shall use best efforts to effect, as soon as practicable, such registration under the applicable Securities Act (the “Act”) (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Act as would permit or facilitate the sale and distribution of all or such portion of the Series B Stock. Although stated under this paragraph that the holders of Series B Stock have the right to have their Series B shares registered for resale with the Commission there can be no assurance given by the Corporation on the time period it may take to approve the registration of such shares, or that the Commission will ultimately declare the proposed registration statement relating covering those shares to be effective. LISTING RIGHTS The Corporation will make application for the listing of the Series B Stock for trading on the exchange or quotation system that the Corporation’s common stock is then listed on or other senior exchange or quotation system that the Corporation plans to make application to list its common stock within ninety (90) days of the effectiveness of the registration of the Series B Stock. Upon making application the Corporation will use best efforts to list the Series B Stock on the American Stock Exchange, or to cause the Series B Stock to be authorized for quotation on the NASDAQ Small Cap or National Market System, as soon as practicable (it being understood that the Corporation will not be in violation of this provision if it is unable to obtain such listing or quotation primarily as a result of its failure to satisfy the quantitative listing requirements of the American Stock Exchange or NASDAQ Small Cap or National Market). REORGANIZATION, CONSOLIDATION, MERGER, ETC. If at any time, or from time to time, there shall be a reorganization, recapitalization, transfer of assets, consolidation, merger or, dissolution (the, “Corporate Transaction”), provisions shall be made so that the holders of the Series B Stock shall thereafter be entitled to receive, upon conversion of their Series B Stock, such shares or other securities or property of the Corporation or otherwise to which a holder of the common stock deliverable upon conversion of the Series B Stock would have been entitled upon such Corporate Transaction. In any such case, appropriate adjustment shall be made in the application of the provisions of this paragraph with respect to the rights of the holders of the Series B Stock after the Corporate Transaction, to the end that the provisions of this paragraph shall be applicable after the Corporate Transaction in as nearly equivalent a manner as may be practicable. DIVIDENDS From the date of issuance of shares of Series B Stock the holders of outstanding shares of Series B Stock shall be entitled to receive an offering annual dividend, payable semi-annually on April 1 and October 1 (the “Payment Date”), in cash out of funds legally available for its own account such purpose or the account in shares of others under the Securities Act Series B Stock or a combination of both, in preference and priority to any payment of any dividend on Common Stock. Whether the dividend is paid in cash from funds legally available for such purposes or in shares of its equity securities, other than on Form S-4 or Form S-8 Series B Stock will be at the sole discretion of the Board and such dividends shall not accrue and be non-cumulative. From the date of issuance for a period of one (each as promulgated under 1) year Dividends herein will only be paid in Series B Stock. After one (1) year from the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition date of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), Issuance of the Company Series B Stock the Corporation shall send deliver to the Holder a written irrevocable notice in the form of Exhibit B attached hereto electing to pay such determination andDividend in full on such Payment Date in either cash or Series B Stock, if within 30 days after receipt or a combination of such notice, Holder both (" Payment Election Notice "). Such Payment Election Notice shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, delivered to the extent requisite to permit the disposition of the Shares and Warrant Shares so to be registered, provided that if Holder at any time after giving written notice of its intention to register any securities and least twenty (20) days prior to the effective applicable Payment Date (the date of such notice being hereinafter referred to as the registration statement filed "Notice Date"). If such Payment Election Notice is not delivered within the prescribed period set forth in connection with such registrationthe preceding sentence, then the Corporation shall be deemed to have elected to pay the applicable Dividend in Series B Stock. If the Dividend is to be paid in Series B Stock it shall be paid at a ratio of five percent (5%). If the Dividend is to be paid in Series B Stock, the Company number of shares shall determine for any reason not be determined by multiplying the number of Series B Stock held by 5%. Such shares shall be issued and delivered no later than within 30 calendar days following such Payment Date. If Dividend is to register or be paid as cash the amount of cash to delay registration of such securities, be distributed to all Series B Stock holders will be determined by the Company may, at its election, give written notice of such determination Board and then paid to the Holder and, thereupon, (i) Series B Stock holders on a prorated basis. If the Dividend is to be paid in cash from funds legally available for such purposes the case of a determination not to register, cash payment shall be relieved paid by check or electronic transfer to holders of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in record as they appear on the case books of a determination to delay registering, the Corporation on the Payment Dates. Such cash payment shall be permitted to delay registering any Shares issued and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering delivered no later than within 30 calender days following such other securitiesPayment Date. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) holders of the Securities Act. The Company acknowledges and agrees that Series B Stock shall be entitled to receive any dividend declared in respect of the Common Stock based upon the number of shares of Common Stock into which the outstanding shares of Series B Stock are convertible at the time the dividend is declared as if it shall file a registration statement, such shares of Common Stock issuable upon conversion of the Shares and Warrant Shares must be included thereon and Series B Stock were outstanding for purposes of the Company shall not enter into and contract or agreement to the contraryCommon Stock dividend.

Registration Rights. If the Purchaser files with the SEC a registration statement on Form S-1, or such other form for which the Purchaser may be eligible (a) If the “Resale Registration Statement”), providing for the resale from time to time of shares of Purchaser Common Stock, and the Purchaser is permitted to include, without violating any existing registration rights as of the Closing and the closing of the PIPE Transaction, the shares of Purchaser Common Stock issued to such Member pursuant to the Merger, the Purchaser shall, at any each Member’s election, include in the Resale Registration Statement such shares. Additionally, after the registration statement on Form S-1 for the registration of the shares of Purchaser Common Stock issuable upon conversion of the Purchaser’s securities issued in the PIPE Financing is declared effective, the Members may request that the Purchaser file with the SEC a Resale Registration Statement providing for the resale from time to time of the Company shares of Purchaser Common Stock issuable to the Members pursuant to the Merger. Upon the receipt of such request, the Purchaser shall determine to prepare and file with the Securities SEC the Resale Registration Statement within forty-five (45) days of the date that the Members have provided the Purchaser with all information reasonably requested by the Purchaser to prepare and Exchange Commission file such Resale Registration Statement. The Purchaser shall use its reasonable best efforts to: (a) cause the "Commission") a registration statement relating Resale Registration Statement to an offering for its own account or the account of others be declared effective under the Securities Act as promptly as practicable after its filing; (b) ensure that the Resale Registration Statement complies in all material respects with the applicable provisions of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act and the Exchange Act; and (c) maintain the effectiveness of the Resale Registration Statement until such time as the selling stockholders named therein are eligible to sell all Shares and Warrant Shares which the Company has been so requested to register by the Holder, such shares of Purchaser Common Stock without regard to the extent requisite to permit the disposition volume, manner of the Shares sale and Warrant Shares so to be registered, provided that if at any time after giving written notice provisions of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Shares and Warrant Shares such Holder requests to be registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of 144 under the Securities Act. The Company acknowledges Purchaser shall notify the Members promptly of the time when the Resale Registration Statement has become effective or any supplement or amendment to the Resale Registration Statement has been filed, and agrees that if of the issuance of any stop order or suspension of the qualification of the shares of Purchaser Common Stock registered thereunder for offering or sale in any jurisdiction. The Purchaser shall also take any other action (other than qualifying to do business in any jurisdiction in which it shall file a registration statementis not now so qualified) required to be taken under the Securities Act, the Shares Exchange Act, any applicable foreign or state securities or “blue sky” Laws, and Warrant Shares must the rules and regulations thereunder in connection with the offer and sale of the shares of Purchaser Common Stock to be included thereon offered thereunder, and the Company and the Members shall not furnish to the Purchaser all information concerning the Company and the Members as may be reasonably requested in connection with any such actions. At the request of the Members, the Purchaser shall promptly enter into a customary registration rights agreement with the Members providing the Members with piggyback registration rights and contract the right to cause the Purchaser to effect underwritten offerings or agreement block trades with respect to shares of Purchaser Common Stock held by the contraryMembers.