Common use of Assignment of Registration Rights Clause in Contracts

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, and (B) the securities with respect to which such registration rights are being transferred or assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 1050% of the Registrable Securities. In addition, the each Holder shall have the right to assign its rights hereunder to any other Person so long as such assignment is for no less than 30% of the Registrable Securities with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Preferred Stock or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable SecuritiesAgreement. In addition, the each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of the Holder of all or a any portion of the shares of Notes, the Warrants or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreement; contained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement Agreement, the Notes and shall be for no less than 10% of the Registrable SecuritiesWarrants, as applicable. In addition, and notwithstanding anything to the Holder shall have contrary contained in this Agreement, the right to assign its Securities Purchase Agreement, the Notes or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investors under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company a bona fide pledgee in connection with filing a Registration Statement (an Investor's margin or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserbrokerage account.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee Affiliate of the such Holder or any other Holder or Affiliate of any other Holder of all or a portion of the shares of Notes or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and , (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement Agreement, and shall be (vi) at least 100,000 shares of Registrable Securities (appropriately adjusted for no less than 10% any stock dividend, split or combination of the Registrable SecuritiesCommon Stock) are being transferred to such transferee or assignee in connection with such assignment of rights. In addition, the each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be automatically assignable by each Holder the Investors to any transferee of the Holder of all or a any portion of the shares of Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and contained herein, (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement Agreement, (vi) such transferee shall submit evidence reasonably satisfactory to the Company that the Transferee is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the 1933 Act; and shall be for no less than 10% (vii) in the event the assignment occurs subsequent to the date of effectiveness of the Registrable Securities. In addition, the Holder shall have the right Registration Statement required to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment filed pursuant to this Section 8(i2(a), the Purchaser shall transferee agrees to pay all incremental costs and reasonable expenses incurred by the Company in connection with filing a of amending or supplementing such Registration Statement (or an amendment to reflect such assignment. Notwithstanding anything herein to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee contrary, no assignment of the Purchaserrights represented by this Agreement shall be effective unless in compliance with any applicable securities laws of any applicable jurisdiction.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Purchased Shares, the Warrants, the Warrant Shares or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 7(j), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayedAgreement. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event The Company may require, as a condition of an allowing such assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (transfer of Purchased Shares, Warrants, Warrant Shares or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee (i) that the Holder or transferee of all or a portion of the PurchaserPurchased Shares, the Warrants, the Warrant Shares or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be assignable automatically assigned by each Holder the Investors to any transferee who (1) holds, or upon such assignment will hold, at least 20% of the Holder of all Registrable Securities (or a portion Warrants exercisable into 20% of the shares Registrable Securities) (or any equivalent combination of Warrants and Registrable Securities Securities) or (2) is an Affiliate of such Investor only if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Ai) the name and address of such transferee or assignee, assignee and (Bii) the securities with respect to which such registration rights are being transferred or assigned; (iiic) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein; and (ve) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and Subscription Agreement; (f) such transferee shall be an "accredited investor" as that term defined in Rule 501 of Regulation D promulgated under the Securities Act but shall not be a broker-dealer or a member of the National Association of Securities Dealers, Inc.; and (g) in the event the assignment occurs subsequent to the date of effectiveness of the Registration Statement required to be filed pursuant to Section 2(a) and the assignment is not made pursuant to Section 2(c) of the Subscription Agreement, such assignee or transferee agrees to pay all reasonable expenses of amending or supplementing such Registration Statement to reflect such assignment. In connection with any such transfer the Company shall promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related prospectus are available for no less than 10% use by such transferee for sales of the Registrable SecuritiesSecurities in respect of which the rights to registration have been so assigned. In additionconnection with any such assignment, the Holder each Investor shall have the right to assign its to such transferee such Investor's rights hereunder under the Subscription Agreement by notice of such assignment to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The Following such notice of assignment of rights to assignment shall apply to under the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i)Subscription Agreement, the Purchaser Company shall pay be obligated to such transferee to perform all incremental costs and expenses incurred by of its covenants under the Company in connection with filing a Registration Statement (or an amendment to Subscription Agreement as if such transferee were the Registration Statement) to register Buyer under the shares of Registrable Securities assigned to any assignee or transferee of the PurchaserSubscription Agreement.

Assignment of Registration Rights. The rights to cause the Company to --------------------------------- register securities granted to an Investor by the Company pursuant to section 2 may not be transferred or assigned by an Investor except in a private sale to a transferee or assignee of not less than 100,000 shares of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Registrable Securities ifand: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, assignee and (B) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws; , (ivd) at or before the time the Company receives the written notice contemplated by clause (iib) of this Section, sentence the transferee or assignee agrees in writing with the Company to become a party to and be bound by all of the provisions of this Agreement; and , (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement and Agreement, (f) such transferee shall be for no less than 10% an "accredited investor" as that term defined in Rule 501 of Regulation D under the 1933 Act, and (g) if the assignment occurs after the date of effectiveness of the Registrable Securities. In additionRegistration Statement required to be filed pursuant to section 2.1, the Holder transferee or assignee agrees to pay all reasonable expenses of amending or supplementing such Registration Statement to reflect such assignment. Any such transferee or assignee shall have be deemed to be an Investor hereunder, in the right to assign its rights hereunder to any other Person with the prior written consent place and stead of the Company, which consent shall not be unreasonably withheld, conditioned transferring or delayed. The rights to assignment shall apply assigning Investor with respect to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee so transferred and assigned, from and after the effective date of the Purchasersuch permitted transfer, assignment and assumption.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Notes, the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 7(i), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayedAgreement. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event The Company may require, as a condition of an allowing such assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (transfer of Notes, Warrants or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee (i) that the Holder or transferee of all or a portion of the PurchaserNotes, the Warrants or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of the Holder of all or a any portion of the shares of Notes or Registrable Securities if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (Ai) the name and address of such transferee or assignee, and (Bii) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreement; contained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement and shall be for no less than 10% of the Registrable SecuritiesNotes. In addition, and notwithstanding anything to the Holder shall have contrary contained in this Agreement, the right to assign its Securities Purchase Agreement, the Notes, or the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investor under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company a bona fide pledgee in connection with filing a Registration Statement (an Investor's margin or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserbrokerage account.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be automatically assignable by each Holder the Investors to any permitted transferee of the Holder of all or a any portion of the shares of Registrable Securities according to the provisions of the Purchase Agreements and the Stock Option Agreements if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, and (B) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and Agreements; (vi) such transferee shall be for no less than 10% an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the 1933 Act; and (vii) in the event the assignment occurs subsequent to the date of effectiveness of the Registrable Securities. In addition, the Holder shall have the right Registration Statement(s) required to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment filed pursuant to this Section 8(i2(a), the Purchaser shall transferee agrees to pay all incremental costs and reasonable expenses incurred by the Company in connection with filing a of amending or supplementing such Registration Statement (or an amendment to the Registration StatementStatement(s) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserreflect such assignment.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, and (B) the securities with respect to which such registration rights are being transferred or assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 1050% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of the Holder of all or a any portion of the shares of Warrants or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (Aa) the name and address of such transferee or assignee, assignee and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; contained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement and shall be for no less than 10% of the Registrable SecuritiesAgreement. In addition, and notwithstanding anything to the Holder shall have contrary contained in this Agreement, the right to assign its Securities Purchase Agreement or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investors under this Agreement or any other Person with agreement or document related to the prior written transaction contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company a bona fide pledgee in connection with filing a Registration Statement (an Investor's margin or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserbrokerage accounts.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of the Holder of all or a any portion of the shares of Preferred Stock, the Warrants or the Registrable Securities if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (Ai) the name and address of such transferee or assignee, and (Bii) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreement; contained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement Agreement, the Certificate of Designation and shall be for no less than 10% of the Registrable SecuritiesWarrants, as applicable. In addition, and notwithstanding anything to the Holder shall have contrary contained in this Agreement, the right to assign its Securities Purchase Agreement, the Certificate of Designation or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investor under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company a bona fide pledgee in connection with filing a Registration Statement (an Investor's margin or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserbrokerage account.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of the Holder of all or a any portion of the shares of Preferred Stock, the Warrants or the Registrable Securities if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (Ai) the name and address of such transferee or assignee, and (Bii) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreement; contained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement Agreement, the Certificate of Designation and shall be for no less than 10% of the Registrable SecuritiesWarrants, as applicable. In addition, and notwithstanding anything to the Holder shall have contrary contained in this Agreement, the right to assign its Securities Purchase Agreement, the Certificate of Designation or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investor under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company a bona fide pledgee in connection with filing a Registration Statement (an Investor’s margin or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserbrokerage account.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right Shareholder and any Investor to have the Company register for resale registration of all or any portion of its Registrable Securities pursuant to this Agreement may be assigned by the Shareholder or such Investor to any Permitted Transferee or any other Person to whom Registrable Securities are permitted to be Transferred in accordance with the terms Shareholders’ Agreement (to the extent of the Registrable Securities Transferred) as long as (i) the Shareholder or such Investor, within ten (10) days after such Transfer (in the case of a Transfer to a Permitted Transferee) or upon such Transfer (in the case of a Transfer to any other Person), furnishes to the Company written notice of the Transfer to such Permitted Transferee or other Person, (ii) such Permitted Transferee or other Person agrees, following such Transfer (in the case of a Transfer to a Permitted Transferee) or upon such Transfer (in the case of a Transfer to any other Person), to be subject to all applicable restrictions and obligations set forth in this Agreement, and executes a customary joinder to this Agreement, in form and substance reasonably acceptable to the Company (including notice information for the purposes of Section 13(m)) and (iii) in the case of a Transfer to a Person that is not a Permitted Transferee, such Person immediately following the Transfer beneficially owns at least 1% of the then-outstanding Company Shares. Upon satisfaction of clauses (i), (ii) and, if applicable, (iii) of the immediately preceding sentence, the applicable Permitted Transferee or other Person shall be assignable by each Holder to any transferee of the Holder beneficiary of all or a portion of the shares rights of Registrable Securities if: (i) the Holder agrees in writing with the transferee Shareholder or assignee to assign such rightsInvestor, and a copy of such agreement is furnished subject to all restrictions and obligations applicable to the Company within Shareholder or such Investor pursuant to this Agreement, to the same extent as the Shareholder or such Investor; provided, however, that in the case of any assignment of rights to a reasonable time after Person that is not a Permitted Transferee, (1) such assignment; (ii) Person shall not become the Company is, within a reasonable time after such transfer beneficiary of any rights under Section 1 or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, and (B) the securities with respect to which such registration rights are being transferred or assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) 2 of this SectionAgreement (except Section 2(a)(iv) in respect of Piggyback Registration rights) and, for the transferee or assignee agrees in writing with the Company to be bound by all avoidance of the provisions of this Agreement; and (v) such transfer doubt, shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall not have the right to assign its make a Registration Request or deliver a Take Down Notice (but such Person’s rights hereunder under Section 3 shall apply with respect to any other Registration Request or Take Down Notice made by the Shareholder or any Permitted Transferee pursuant to Section 1), (2) all rights, restrictions and obligations assigned to, or assumed by, such Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), 13(f) shall automatically terminate on the Purchaser date on which the Shareholder and its affiliated Investors (taken together) beneficially own less than 5% of the then-outstanding Company Shares and (3) such assignment shall pay all not be permitted under this Section 13(f) if such assignment would create an incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment material burden to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the PurchaserCompany.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have cause the Company to register for resale Registrable Securities in accordance pursuant to subsection 1.2(a) may be assigned (but only with the terms of this Agreement, shall be assignable all related obligations) by each a Holder to any a transferee or assignee of the Holder of all such securities who, after such assignment or a portion of the transfer, holds at least 2,000,000 shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee subject to assign such rightsappropriate adjustment for stock splits, stock dividends, combinations and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) other recapitalizations), provided the Company is, within a reasonable time after such transfer or assignmenttransfer, furnished with written notice of (A) the name and address of such transferee or assignee, assignee and (B) the securities with respect to which such registration rights are being transferred or assigned; (iii) and provided, further, that such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; (iv) at or before the time Act. The rights to cause the Company receives to register Registrable Securities pursuant to subsection 1.2(b) may be assigned (but only with all related obligations) by Enron to a transferee or assignee of such securities who, after such assignment or transfer, holds at least 1,500,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided the Company is, within a reasonable time after such transfer, furnished with written notice contemplated of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by clause (ii) of this Section, the transferee or assignee agrees in writing with is restricted under the Company to be bound by all of the provisions of this Agreement; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayedAct. The rights to assignment shall apply cause the Company to the Holder (and to subsequent) successors and assigns. In the event of an assignment register Registrable Securities pursuant to this Section 8(i)subsections 1.2(c) or 1.2(d) may be assigned (but only with all related obligations) by MCI WorldCom to a transferee or assignee of such securities who, the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (after such assignment or an amendment to the Registration Statement) to register the transfer, holds at least 1,250,000 shares of Registrable Securities assigned (subject to any assignee or transferee appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided the Company is, within a reasonable time after such transfer, furnished with written notice of the Purchasername and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of the Holder of all or a any portion of the shares of Preferred Stock, the Warrants or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreement; contained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement Agreement, the Certificate of Designation for the Preferred Stock and shall be for no less than 10% of the Registrable SecuritiesWarrants, as applicable. In addition, and notwithstanding anything to the Holder shall have contrary contained in this Agreement, the right to assign its Securities Purchase Agreement, the Certificate of Designation or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investors under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company a bona fide pledgee in connection with filing a Registration Statement (an Investor's margin or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserbrokerage account.

Assignment of Registration Rights. The rights of the Holder each Purchaser hereunder, including the right to have the Company register for resale Registrable Securities the Warrant Shares in accordance with the terms of this Agreement, shall be automatically assignable by each Holder Purchaser to any transferee of the Holder of Person who acquires all or a portion of the shares of Registrable Securities Warrant Shares if: (i) the Holder Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, and (B) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; laws unless such securities are registered in a Registration Statement pursuant to Section 7.1 (in which case the Company shall be obligated to amend such Registration Statement to reflect such transfer or assignment) or are otherwise exempt from registration, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 7.2 , the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securitiesthis Agreement. In addition, the Holder each Purchaser shall have the right to assign its rights hereunder to any other Person person with the prior written consent of the Company, which consent shall not unreasonably be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder Purchasers (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be assignable automatically assigned by each Holder the Investors to any transferee of the Holder of all or a any portion of such securities (or all or any portion of the shares of Registrable Securities Repricing Rights) only if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Ai) the name and address of such transferee or assignee, assignee and (Bii) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , and (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and (v) contained herein. In connection with any such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related prospectus are available for no less than 10% use by such transferee for sales of the Registrable SecuritiesSecurities in respect of which the rights to registration have been so assigned. In additionconnection with any such assignment, the Holder each Investor shall have the right to assign its to such transferee such Investor's rights hereunder under the Amendment Agreement and the Subscription Agreement by notice of such assignment to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The Following such notice of assignment of rights to assignment shall apply to under the Holder (Amendment Agreement and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i)Subscription Agreement, the Purchaser Company shall pay be obligated to such transferee to perform all incremental costs of its covenants under the Amendment Agreement and expenses incurred by the Company in connection with filing a Registration Statement (or Subscription Agreement as if such transferee were the Buyer under the Subscription Agreement and an amendment to original Holder under the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the PurchaserAmendment Agreement.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be automatically assignable by each Holder the Investors to any transferee of the Holder of all or a any portion of the shares of Registrable Securities ifif the Company consents (except for such transfer to an affiliate or successor, which shall not require any such consent) and: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement and Agreement; (vi) such transferee shall be for no less than 10% an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the 1933 Act; and (vii) in the event the assignment occurs subsequent to the date of effectiveness of the Registrable Securities. In addition, the Holder shall have the right Registration Statement required to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment filed pursuant to this Section 8(i2(a), the Purchaser shall transferee agrees to pay all incremental costs and reasonable expenses incurred by the Company in connection with filing a of amending or supplementing such Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserreflect such assignment.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 1050% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.and

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of the Holder of all or a any portion of the shares of Preferred Stock, the Warrants or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreement; contained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement Agreement, the Certificate of Designation for the Preferred Stock and shall be for no less than 10% of the Registrable SecuritiesWarrants, as applicable. In addition, and notwithstanding anything to the Holder shall have contrary contained in this Agreement, the right to assign its Securities Purchase Agreement, the Certificate of Designation or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investors under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company a bona fide pledgee in connection with filing a Registration Statement (an Investor's margin or an amendment to brokerage account, provided such pledge is consistent with applicable laws, rules and regulations, including those promulgated under the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the PurchaserAct.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be assignable by each Holder Investor to any permitted transferee of the Holder Registrable Securities (a) in the case of an assignment of all or a portion Registrable Securities held by such Investor without the consent of the shares Company and (b) in the case of an assignment of less than all Registrable Securities held by such Investor with the consent of the Company (which consent shall not be unreasonably withheld), if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (Ax) the name and address of such transferee or assignee, assignee and (By) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein and applicable provisions of this Agreement; the Securities Purchase Agreement relating to the transfer of any Securities, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement and shall be for no less than 10% of the Registrable SecuritiesAgreement. In addition, and notwithstanding anything to the Holder shall have contrary contained in this Agreement or the right to assign its Securities Purchase Agreement, the Shares may be pledged, and all rights hereunder to of the Investors under this Agreement or any other Person with agreement or document related to the prior written transaction contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company a bona fide pledgee in connection with filing a Registration Statement (an Investor's margin or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserbrokerage accounts.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of the Holder of all or a any portion of the shares of Notes, Warrants or Registrable Securities if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (Ai) the name and address of such transferee or assignee, and (Bii) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreement; contained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement Agreement, the Notes and shall be for no less than 10% of the Registrable SecuritiesWarrants, as applicable. In addition, and notwithstanding anything to the Holder shall have contrary contained in this Agreement, the right to assign its Securities Purchase Agreement, the Notes or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investor under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company a bona fide pledgee in connection with filing a Registration Statement (an Investor's margin or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserbrokerage account.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, and (B) the securities with respect to which such registration rights are being transferred or assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 8(g), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 1020% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i8(g), if requested by the Purchaser Company, the Holder shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the PurchaserHolder.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be assignable by each Holder Investor to any permitted transferee or assignee of the Holder Registrable Securities (i) in the case of all or a portion of the shares either an assignment of Registrable Securities if: to an affiliate of such Investor or an assignment of all Registrable Securities held by such Investor without the consent of the Company and (iii) in the case of an assignment of less than all of the Registrable Securities held by such Investor with the consent of the Company (which consent shall not be unreasonably withheld), if (a) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, assignee and (B) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted was not made under the Securities Act and applicable state securities laws; Registration Statement or Rule 144, (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and contained herein, (ve) such transfer shall have been is made in accordance with the applicable requirements of the Purchase Agreement and (f) the transferee is an "accredited investor" as that term is defined in Rule 501 of Regulation D. Any transferee or assignee of an Investor under Article IX shall be deemed an "Investor" for no less than 10% all purposes of the Registrable Securities. In additionthis Agreement, the Holder and shall have the right be entitled to assign its all rights hereunder of, and subject to any other Person with the prior written consent of the Companyall obligations (including indemnification obligations) of, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the PurchaserInvestor hereunder.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of the Holder of all or a any portion of the shares of Debentures, the Warrants or the Registrable Securities if: (i1) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; . (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (Aa) the name and address of such transferee or assignee, assignee and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; contained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement and shall be for no less than 10% of the Registrable SecuritiesAgreement. In addition. and notwithstanding anything to the contrary contained in this Agreement, the Holder shall have Securities Purchase Agreement, or the right to assign its Warrants. the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investors under this Agreement or any other Person with agreement or document related to the prior written transaction contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company a bona fide pledgee in connection with filing a Registration Statement (an Investor's margin or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserbrokerage accounts.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be assignable by each Holder Investor to any transferee or assignee of the Holder Registrable Securities (i) in the case of all or a portion of the shares either an assignment of Registrable Securities if: to an affiliate of such Investor or an assignment of all Registrable Securities held by such Investor without the consent of the Company and (iii) in the case of an assignment of less than all of the Registrable Securities held by such Investor with the consent of the Company (which consent shall not be unreasonably withheld or delayed), if (a) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, assignee and (B) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted was not made under the Securities Act and applicable state securities laws; Registration Statement or Rule 144, (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and contained herein, (ve) such transfer shall have been is made in accordance with the applicable requirements of the Purchase Agreement and (f) the transferee has provided to the Company an investor questionnaire (or equivalent document) evidencing that the transferee is a "qualified institutional buyer" or an "accredited investor" as defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D. Any transferee or assignee of an Investor under Article IX shall be deemed an "Investor" for no less than 10% all purposes of the Registrable Securities. In additionthis Agreement, the Holder and shall have the right be entitled to assign its all rights hereunder of, and subject to any other Person with the prior written consent of the Companyall obligations (including indemnification obligations) of, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the PurchaserInvestor hereunder.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of the such Holder of all or a portion of the, Purchased Shares, the shares of Warrants, the Warrant Shares or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 7(j), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayedAgreement. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event The Company may require, as a condition of an allowing such assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (transfer of Purchased Shares, Warrants, Warrant Shares or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee (i) that the Holder or transferee of all or a portion of the PurchaserPurchased Shares, Warrants, Warrant Shares or Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act.

Assignment of Registration Rights. The rights 25.1 Pursuant to Section 8.02(b)(ii) of the Holder hereunderRegistration Rights, including Coordination and Put Option Agreement, dated as of August 23, 2021, by and among Seller, Buyer and the right other parties thereto (the Registration Rights Agreement), subject to have and effective as at Completion, Seller hereby assign to Buyer its rights, duties and obligations under Articles II through IV of the Company register for resale Registrable Securities Registration Rights Agreement (other than the GSW Priority Offering Right, as defined in accordance with the terms Registration Rights Agreement) in respect of the Class A Shares and the Class C Shares underlying the Depositary Receipts that the Seller has agreed to sell and the Purchaser has agreed to purchase pursuant to (i) this Agreement, shall be assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company issale and purchase agreement dated February 11, within a reasonable time after such transfer or assignment, furnished with written notice 2022 between the parties in relation to the sale and purchase of (A) the name 18,000,000 ReNew Class A Depositary Receipts and address of such transferee or assignee, 3,400,000 ReNew Class C Depositary Receipts and (B) the securities with respect to which such registration rights are being transferred or assigned; (iii) following the sale and purchase agreement dated February 16, 2022 between the parties in relation to the sale and purchase of 9,100,000 ReNew Class C Depositary Receipts (collectively, Assigned Shares). Bxxxx hereby agrees to such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all the terms and provisions of the provisions of this Agreement; and (v) such transfer shall have been made Registration Rights Agreement in accordance with the applicable requirements respect of the Purchase Agreement Assigned Shares. Following the Completion, Seller and Bxxxx shall be for no less than 10% provide written notice of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply contemplated in this Clause 25.1 to the Holder (Company and the other parties to subsequent) successors the Registration Rights Agreement. Notwithstanding the forgoing, Seller shall retain all rights under and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration StatementRights Agreement in respect of shares and depositary receipts not referred to in (i), (ii) to register the and (iii) above and/or shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.and depositary receipts in which it is interested immediately following Completion. SCHEDULE 1 SELLER’S OBLIGATIONS

Assignment of Registration Rights. The rights This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the Holder hereunderparties, including including, without the right to have need for an express assignment or any consent by the Company register for resale Registrable Securities thereto, subsequent Investors, subject to the condition that such transfer shall have been conducted in accordance with the terms of all applicable federal and state securities laws. The rights under this Agreement, Agreement shall be automatically assignable by each Holder to any transferee of the Holder Investors, of all or a any portion of such Investor’s Registrable Securities, to (x) any partner or retired partner of any Investor which is a partnership, (y) any family member or trust for the benefit of an Investor and (z) any transferee who acquires at least ten percent (10%) of the originally issued shares of the Registered Securities of all or any portion of such Investor’s Registrable Securities Securities, if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions obligations of an Investor under this Agreement; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder Certificate; and (vi) such transfer shall have been conducted in accordance with all applicable federal and state securities laws. The Company hereby shall extend the right to assign its rights hereunder benefits of this Agreement to any other Person with Investor and any such Investor may specifically enforce the prior written consent provisions of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of this Agreement as if an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaseroriginal party hereto.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Preferred Stock, the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 7(k), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayedAgreement. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event The Company may require, as a condition of an allowing such assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (transfer of Preferred Stock, Warrants or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee (i) that the Holder or transferee of all or a portion of the PurchaserPreferred Stock, the Warrants or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act.

Assignment of Registration Rights. The rights of to cause the Holder hereunder, including the right --------------------------------- Company to have the Company register for resale Registrable Securities in accordance pursuant to this Section 1 may be assigned (but only with the terms of this Agreement, shall be assignable all related obligations) by each a Holder to any a transferee or assignee of the Holder of all such securities who, after such assignment or a portion of the transfer, holds at least 200,000 shares of Registrable Securities if(subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (iia) the Company is, within a reasonable time after such transfer or assignmenttransfer, furnished with written notice of (A) the name and address of such transferee or assignee, assignee and (B) the securities with respect to which such registration rights are being transferred or assigned; (iiib) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.15 below; (c) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; Act, (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionCSK Entities on Schedule A shall be treated as a single Investor, the transferee or assignee agrees in writing with the Company to be bound by all of which together, subject to the provisions 200,000 share requirement, shall be deemed a "Major Investor" and such 200,000 share minimum shall not apply to transfers of this Agreement; Registrable Securities among the entities indicated as CSK Entities on Schedule A or their affiliates, (e) Technology Crossover Ventures II. L.P. and its affiliated funds indicated on Schedule A hereto shall be treated as a single Investor, all of which together shall, subject to the 200,000 share requirement, be deemed a "Major Investor" and (vf) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement Cox Technology Investments, Inc., Xxx Enterprises, Inc. and its affiliates (collectively, "Cox") shall be for no less than 10% treated as a single investor, all of which together shall, subject to the Registrable Securities. In addition200,000 shares requirement, the Holder be deemed a "Major Investor" and Cox shall have the right to assign its registrations rights hereunder to any other Person with of its affiliates; provided, however, that each of Cox and its affiliates agree to be bound by the prior written consent terms and conditions of this Agreement, including, without limitation the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (terms and to subsequent) successors and assigns. In the event of an assignment pursuant to conditions set forth in this Section 8(i), 1.13. For the Purchaser shall pay all incremental costs and expenses incurred by purposes of determining the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the number of shares of Registrable Securities assigned to held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any assignee rights, receiving notices or transferee of the Purchasertaking any action under this Section 1.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have cause the Company to register for resale Registrable Securities pursuant to Section 3 may be assigned (but only with all related obligations hereunder) by any Purchaser in accordance connection with the terms of this Agreement, shall be assignable by each Holder a transfer to any transferee of the Holder of all or a portion Registrable Securities permitted under the Investment Agreement and the terms of the shares Preferred Shares and the Warrants who, after such transfer, holds at least 5% of the then-outstanding Registrable Securities if: Securities, provided that such assignment of rights under this Agreement shall be effective only if (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, and (B) the securities with respect to which such registration rights are being transferred or assigned; (iii) following such transfer or assignment immediately thereafter the further disposition of such securities by the such transferee or assignees is restricted under the Securities Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the such transferee or assignee agrees in writing with the Company to become a Holder under this Agreement and to be bound by all of the provisions of this Agreement; and hereof. The right to cause the Company to register Registrable Securities pursuant to Section 4 may be assigned (vbut only with all related obligations hereunder) such by any Purchaser in connection with a transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% to any transferee of the Registrable Securities. In addition, Securities permitted under the Holder shall have Investment Agreement and the right to assign its rights hereunder to any other Person with the prior written consent terms of the CompanyPreferred Shares and the Warrants, which consent provided that such assignment of rights under this Agreement shall not be unreasonably withheld, conditioned or delayed. The rights effective only if (i) immediately thereafter the further disposition of such securities by such transferee is restricted under the Securities Act and (ii) such transferee agrees in writing to assignment shall apply to the become a Holder (under this Agreement and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred be bound by the Company provisions hereof. If a Holder transfers Registrable Securities in connection with filing a the immediately preceding sentence, the Company agrees promptly to amend any Shelf Registration Statement (or an amendment to file a supplement to the Registration Statement) Prospectus included therein to register the shares disclose that any transferee referred to in such sentence is a Holder of Registrable Securities assigned to any assignee or transferee of the PurchaserSecurities.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 1050% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, and (B) the securities with respect to which such registration rights are being transferred or assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i8(g), the Purchaser Investor shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the PurchaserInvestor.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Preferred Stock, the Common Stock or the Registrable Securities to any Person if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, and (B) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; laws unless such securities are registered in a Registration Statement under this Agreement (in which case the Company shall be obligated to amend such Registration Statement to reflect such transfer or assignment) or are otherwise exempt from registration, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable SecuritiesAgreement. In addition, the each Holder shall have the right to assign its rights hereunder to any other Person person with the prior written consent of the Company, which consent shall not unreasonably be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each the Holder to any transferee of Person to whom the Holder of transfers all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Ax) the name and address of such transferee or assignee, and (By) the securities with respect to which such registration rights are being transferred or assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this AgreementAgreement through a joinder agreement or another form of agreement reasonably acceptable to the Company; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and the Warrants; and, upon the Company’s request, Holder and any proposed transferee shall be for no less than 10% of provide the Registrable SecuritiesCompany with such written representations, warranties, assurances and information requested by the Company so as to allow the Company to verify compliance with the Securities Act and qualification under such exemption in connection with such proposed transfer. In addition, the each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Preferred Stock, the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 7(l), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayedAgreement. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event The Company may require, as a condition of an allowing such assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (transfer of Preferred Stock, Warrants or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee (i) that the Holder or transferee of all or a portion of the PurchaserPreferred Stock, the Warrants or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of the Holder of all or a any portion of the shares of Debentures, the Warrants or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (Aa) the name and address of such transferee or assignee, assignee and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; contained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement and shall be for no less than 10% of the Registrable SecuritiesAgreement. In addition, and notwithstanding anything to the Holder shall have contrary contained in this Agreement, the right to assign its Securities Purchase Agreement, the Debentures or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investors under this Agreement or any other Person with agreement or document related to the prior written transaction contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company a bona fide pledgee in connection with filing a Registration Statement (an Investor's margin or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserbrokerage accounts.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be assignable by each Holder Investor to any transferee or assignee of the Holder Registrable Securities (i) in the case of all or a portion of the shares either an assignment of Registrable Securities to an affiliate of such Investor or an assignment of all Registrable Securities held by such Investor without the consent of the Company and (ii) in the case of an assignment of less than all of the Registrable Securities held by such Investor with the consent of the Company (which consent shall not be unreasonably withheld), if: , in the case of (i) and (ii) above, (a) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, assignee and (B) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted was not made under the Securities Act and applicable state securities laws; Registration Statement or Rule 144, (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and contained herein, (ve) such transfer shall have been is made in accordance with the applicable requirements of the Purchase Agreement Agreement, and (f) the transferee has provided to the Company an investor questionnaire (or equivalent document) evidencing that the transferee is a “qualified institutional buyer” or an “accredited investor” as defined in Rule 501(a)(1),(2),(3), or (7) of Regulation D. Any transferee or assignee of an Investor under Article IX shall be deemed an “Investor” for all purposes of this Agreement, and shall be for no less than 10% of the Registrable Securities. In additionentitled to all rights of, the Holder shall have the right and subject to assign its rights hereunder to any other Person with the prior written consent of the Companyall obligations (including indemnification obligations) of, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the PurchaserInvestor hereunder.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 1050% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i7(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have cause the Company to --------------------------------- register for resale Registrable Securities pursuant to Section 3 may be assigned (but only with all related obligations hereunder) by any Purchaser in accordance connection with the terms of this Agreement, shall be assignable by each Holder a transfer to any transferee of the Holder of all or a portion Registrable Securities permitted under the Investment Agreement and the terms of the shares Preferred Shares and the Warrants who, after such transfer, holds at least 5% of the then-outstanding Registrable Securities if: Securities, provided that such assignment of rights under this Agreement shall be effective only if (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, and (B) the securities with respect to which such registration rights are being transferred or assigned; (iii) following such transfer or assignment immediately thereafter the further disposition of such securities by the such transferee or assignees is restricted under the Securities Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the such transferee or assignee agrees in writing with the Company to become a Holder under this Agreement and to be bound by all of the provisions of this Agreement; and hereof. The right to cause the Company to register Registrable Securities pursuant to Section 4 may be assigned (vbut only with all related obligations hereunder) such by any Purchaser in connection with a transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% to any transferee of the Registrable Securities. In addition, Securities permitted under the Holder shall have Investment Agreement and the right to assign its rights hereunder to any other Person with the prior written consent terms of the CompanyPreferred Shares and the Warrants, which consent provided that such assignment of rights under this Agreement shall not be unreasonably withheld, conditioned or delayed. The rights effective only if (i) immediately thereafter the further disposition of such securities by such transferee is restricted under the Securities Act and (ii) such transferee agrees in writing to assignment shall apply to the become a Holder (under this Agreement and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred be bound by the Company provisions hereof. If a Holder transfers Registrable Securities in connection with filing a the immediately preceding sentence, the Company agrees promptly to amend any Shelf Registration Statement (or an amendment to file a supplement to the Registration Statement) Prospectus included therein to register the shares disclose that any transferee referred to in such sentence is a Holder of Registrable Securities assigned to any assignee or transferee of the PurchaserSecurities.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of the Holder of all or a any portion of the shares of Preferred Stock, the Note, the Warrants or the Registrable Securities if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (Ai) the name and address of such transferee or assignee, and (Bii) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreement; contained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of (A) with respect to October Warrants and October Warrant Shares, the October Securities Purchase Agreement and shall be for no less than 10% the October Warrants, (B) with respect to Series B Preferred Stock and Series B Conversion Shares, the May Securities Purchase Agreement and the Series B Certificate of Designation and (C) with respect to the Registrable SecuritiesMay Warrants and the May Warrant Shares, the May Securities Purchase Agreement and the May Warrants and (D) with respect to the C Warrants and the C Warrant Shares, the May Securities Purchase Agreement and the C Warrants, as applicable. In addition, and notwithstanding anything to the Holder shall have contrary contained in this Agreement, the right to assign its October Securities Purchase Agreement, the May Securities Purchase Agreement, the Series A Certificate of Designation, the Series B Certificate of Designation, or the Warrants, the Securities (as defined in each Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investor under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company a bona fide pledgee in connection with filing a Registration Statement (an Investor’s margin or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserbrokerage account.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Preferred Stock, Conversion Shares, the Warrants, the Warrant Shares or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 7(k), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayedAgreement. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event The Company may require, as a condition of an allowing such assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (transfer of Preferred Stock, Conversion Shares, Warrants, Warrant Shares or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee (i) that the Holder or transferee of all or a portion of the PurchaserPreferred Stock, Conversion Shares, Warrants, Warrant Shares or Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, hereunder shall be automatically assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Warrants, the Warrant Shares or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 7(i), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayedWarrants. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event The Company may require, as a condition of an allowing such assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (transfer of Warrants, Warrant Shares or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee (i) that the Holder or transferee of all or a portion of the PurchaserWarrants, Warrant Shares or Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee Affiliate of the such Holder or any other Holder or Affiliate of any other Holder of all or a portion of the shares of Notes or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and , (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement Agreement, and shall be (vi) at least 100,000 shares of Registrable Securities (appropriately adjusted for no less than 10% any stock dividend, split or combination of the Registrable SecuritiesCompany's common stock) are being transferred to such transferee or assignee in connection with such assignment of rights. In addition, the each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the each Holder ---------------------------------- hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee Affiliate of the such Holder or any other Holder or Affiliate of any other Holder of all or a portion of the shares of Debentures or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and , (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement Agreement, and shall be (vi) at least 100,000 shares of Registrable Securities (appropriately adjusted for no less than 10% any stock dividend, split or combination of the Registrable SecuritiesCommon Stock) are being transferred to such transferee or assignee in connection with such assignment of rights. In addition, the each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Preferred Stock, the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 8(j), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayedAgreement. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event The Company may require, as a condition of an allowing such assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (transfer of Preferred Stock, Warrants or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee (i) that the Holder or transferee of all or a portion of the PurchaserPreferred Stock, the Warrants or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act.

Assignment of Registration Rights. The rights of the Holder Purchasers hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be assignable automatically assigned by each Holder Purchaser to any transferee of the Holder of all or a any portion of the shares of Convertible Securities or the Registrable Securities if: (ia) the Holder Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Ai) the name and address of such transferee or assignee, and (Bii) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws; , and (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions contained herein. The rights of a Purchaser hereunder with respect to any Registrable Securities not transferred (and not represented by Convertible Securities or the Warrant transferred) shall not be assigned by virtue of the transfer of other Registrable Securities or transferred Convertible Securities or the Warrant representing other Registrable Securities. Any such transferee who succeeds to rights hereunder shall be deemed to have a separate agreement with the Company independent of this Agreement; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Notes or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable SecuritiesAgreement. In addition, the each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In Nothing herein shall operate to require the event of an assignment pursuant Company to this Section 8(i)undertake additional "blue sky" requirements hereunder, the Purchaser shall pay all incremental costs and expenses incurred though if requested by the Holder the Company in connection with filing a Registration Statement (or an amendment to will promptly undertake the Registration Statement) to register same at the shares of Registrable Securities assigned to any assignee or transferee of the PurchaserHolder's expense.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Purchased Shares, the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 7(k), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayedAgreement. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event The Company may require, as a condition of an allowing such assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (transfer of Purchased Shares, Warrants or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee (i) that the Holder or transferee of all or a portion of the PurchaserPurchased Shares, the Warrants or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Executive use its best efforts to cause the Company to register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee Affiliate of the such Holder or any other Holder or Affiliate of any other Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Executive or the Company within a reasonable time after such assignment; , (ii) the Executive or the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Executive or the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Executive or the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable SecuritiesNotes. In addition, the each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the CompanyExecutive, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The Any of the rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall may be assignable assigned by each Holder to any transferee of all or any portion of the Warrant or the Registrable Securities, provided that (x) the Piggyback Registration Right set forth under paragraph (a) above may be assigned by the Holder only to any transferee of all the Warrant or the Registrable Securities that acquires a portion of the Warrant representing the right to acquire at least 50,000 shares of the Warrant Shares, or, in the case of the Registrable Securities, at least 50,000 shares of the Warrant Shares, in each case as may be adjusted from time to time pursuant to Appendix B, and (y) the S-3 Registration Right set forth under paragraph (b) above may not be assigned by the Holder except to a transferee of the Warrant or the Registrable Securities ifthat is an affiliate (within the meaning of Rule 501 under the Securities Act) of the Holder, provided, further, that, in each case: (i) the Holder agrees in writing with the transferee or assignee to assign such rightsRegistration Rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) prior to such assignment, the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (A) the name and address of such transferee or assignee, and (B) the securities with respect to which such registration rights are being transferred or assigned; , and a written acknowledgment by the transferee or assignee that such registration rights are subject to the terms and conditions hereof, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement Warrant. The transferee, by acceptance of the transfer of any registration rights hereunder, acknowledges that it takes such rights subject to the terms and shall be for no conditions hereof. Upon any transfer of less than 10% all of the its Registrable Securities. In addition, the Holder shall have the right retains registration rights with respect to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserheld by it.

Assignment of Registration Rights. The rights of the each Holder --------------------------------- hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Preferred Stock or the Registrable Securities ifwith the prior written consent of the Company, which consent shall not be unreasonably withheld; provided, however, that each Holder may assign its rights -------- ------- under this Agreement to any fund which is an affiliate of such Holder. In addition, the following conditions must be met: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable SecuritiesAgreement. In addition, the each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee Affiliate of the such Holder or to any other Holder or Affiliate of any other Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% 100,000 shares of Registrable Securities (appropriately adjusted for any stock dividend, split or combination of the Registrable SecuritiesCommon Stock). In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of under this Agreement, Agreement shall be automatically assignable by each Holder the Lenders to any transferee of the Holder of all or a any portion of the shares of Registrable Securities if: (i) the Holder Lender agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such transfer or assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; (iii) if applicable, immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Credit Agreement. At the transferees request, the Company shall promptly prepare and file any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder to include such transferee. AMENDMENT OF REGISTRATION RIGHTS. --------------------------------- Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Lenders who then hold two-thirds of the Registrable Securities, other than any amendments to the timing and length of filing and effectiveness of a Registration Statement or the consequences for failure of the Company to timely perform such obligations, which require the consent of each affected Lender. Any amendment or waiver effected in accordance with this Section 10 shall be for no binding upon each Lender and the Company. No such amendment shall be effective to the extent that it applies to less than 10% all of the holders of the Registrable Securities. In additionNo consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement. Notwithstanding the foregoing, the Holder Company and the Lenders agree that this Agreement shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred automatically amended without further action by the Company and the Lenders to add additional investors to this Agreement who purchase Common Stock in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee Additional Closings as defined in Section 2 of the PurchaserCredit Agreement.

Assignment of Registration Rights. The rights of the Holder hereunderBuyer or any other Investor under Sections 5, including the right to have the Company register for resale Registrable Securities in accordance with the terms 8 and 9 of this Agreement, Agreement shall be assignable automatically assigned by each Holder such Investor to any transferee of the Holder of all or a any portion of such Investor's Registrable Securities (or all or any portion of the shares of Registrable Securities Preferred Shares or Warrants) only if: (i1) the Holder such Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii2) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, assignee and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii3) immediately following such transfer or assignment the further disposition of such securities Registrable Securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws; , and (iv4) at or before the time the Company receives received the written notice contemplated by clause (ii2) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained in Sections 5(a), 5(b), 8 and 9 hereof. Upon any such assignment, the Company shall be obligated to such transferee to perform all of its covenants under Sections 5, 8 and 9 of this Agreement as if such transferee were the Buyer and, if the transferee or assignee is an affiliate of the Buyer or has the same investment advisor as the Buyer, then the Company hereby makes to such transferee or assignee all of the representations, warranties, covenants and agreements set forth in Section 4 as of the date made or deemed to be made to the Buyer pursuant to this Agreement; and (v) . In connection with any such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the Buyer or other Investor and such transferee to assure that the Registration Statement and related Prospectus are available for no less than 10% use by such transferee for sales of the Registrable Securities. In addition, Securities in respect of which the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserregistration have been so assigned.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, assignee and (B) the securities with respect to which such registration rights are being transferred or assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 7(i), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayedAgreement. The rights to assignment shall apply to the Holder Holders’ (and to subsequent) successors and assigns. In the event The Company may require, as a condition of an allowing such assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares transfer of Registrable Securities assigned to any assignee (i) that the Holder or transferee of all or a portion of the PurchaserRegistrable Securities furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a).

Assignment of Registration Rights. The rights of the Holder Holders hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be assignable automatically assigned by each such Holder to any transferee of the Holder of all or a any portion of the shares of Preferred Stock, the Common Stock Warrant or the Registrable Securities if: (ia) the Holder Holders agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Ai) the name and address of such transferee or assignee, and (Bii) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws; , and (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions contained herein. The rights of a Holder hereunder with respect to any Registrable Securities not transferred (and not represented by Preferred Stock or the Warrant transferred) shall not be assigned by virtue of the transfer of other Registrable Securities or transferred Preferred Stock or the Common Stock Warrant representing other Registrable Securities. Any such transferee who succeeds to rights hereunder shall be deemed to have a separate agreement with the Company independent of this Agreement; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Notes or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 8(j), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayedAgreement. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event The Company may require, as a condition of an allowing such assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (transfer of Notes or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee (i) that the Holder or transferee of all or a portion of the PurchaserNotes or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have cause the Company to --------------------------------- use its reasonable best efforts to register for resale Registrable Securities pursuant to Section 2 hereof may not be assigned, in accordance with the terms of this Agreementwhole or in part, shall be assignable by each a Holder to any a transferee of the Holder of all or a portion of the shares assignee of Registrable Securities if: (or Rights or other securities upon the conversion, exchange or exercise of which Registrable Securities are issuable) without the prior written consent of the Company (which consent will not be unreasonably withheld), except that a Holder may assign its rights to cause the Company to use its reasonable best efforts to register Registrable Securities pursuant to Section 2 hereof (a) to an Affiliate of such Holder or (b) to a person that holds least 65,000 shares (as adjusted for stock splits, stock dividends, combinations, reorganizations, reclassifications and other similar events) of Registrable Securities (or Rights or other securities upon the conversion, exchange or exercise of which Registrable Securities are issuable) following the transfer or assignment; provided, however, that (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished transferor furnishes to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after prior to such transfer or assignment, furnished with written notice of (A) the name and address of such assignee or transferee or assignee, and (B) the securities with respect to which such registration rights are being assigned or transferred or assigned; (iii) following and such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; (iv) at or before the time other information as the Company receives the written notice contemplated by clause may reasonably request and (ii) of this Section, the transferee or assignee agrees in writing reasonably acceptable to the Company concurrently with such assignment or transfer to be subject to all restrictions set forth in this Agreement with respect to the rights assigned or transferred to such transferee. Notwithstanding the foregoing, (x) no assignment or transfer of the rights to cause the Company to use its reasonable best efforts to register Registrable Securities pursuant to Section 2 hereof in accordance with this Section 9 shall relieve the transferor of responsibility for any of its obligations hereunder and (y) the rights to cause the Company to use reasonable best efforts to register Registrable Securities pursuant to Section 2.1 may not be bound assigned by a Holder to SeaChange International, Inc, nCUBE Corporation or Diva Systems Corporation, unless with respect to provision (y) of this Section 9, such corporation is: (A) an Affiliate of such Holder, (B) the purchaser of substantially all of the provisions assets of such Holder or an Affiliate of such Holder, (C) the purchaser of all or substantially all of the assets of a division or line of business of such Holder or an Affiliate of such Holder, or (D) in the case of a consolidation or merger in which such Holder is not the surviving entity, to the surviving entity of such consolidation or merger. Any attempted assignment or transfer by a Holder of any rights to cause the Company to use its reasonable best efforts to register Registrable Securities pursuant to Section 2 hereof in violation of this Agreement; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and Section 9 shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (null and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaservoid.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Registerable Securities in accordance with the terms of pursuant to this Agreement, Registration Rights Agreement shall be automatically assignable by each Holder the Investors to any transferee of the Holder of all or a any portion of the shares of Registrable Registerable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and contained herein, (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement Agreement, (vi) such transferee shall submit evidence reasonably satisfactory to the Company that the Transferee is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the 1933 Act; and shall be for no less than 10% (vii) in the event the assignment occurs subsequent to the date of effectiveness of the Registrable Securities. In addition, the Holder shall have the right Registration Statement required to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment filed pursuant to this Section 8(i2(a), the Purchaser shall transferee agrees to pay all incremental costs and reasonable expenses incurred by the Company in connection with filing a of amending or supplementing such Registration Statement (or an amendment to reflect such assignment. Notwithstanding anything herein to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee contrary, no assignment of the Purchaserrights represented by this Registration Rights Agreement shall be effective unless in compliance with any applicable securities laws of any applicable jurisdiction.

Assignment of Registration Rights. The rights of the Holder Holders hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Registrable Securities if: (i) the such Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, and (B) the securities with respect to which such registration rights are being transferred or assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 1050% of the Registrable SecuritiesSecurities held by such Holder. In addition, the each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the each Holder (and to subsequent) its subsequent successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser assigning Holder shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchasersuch Holder.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register securities granted to an Investor by the Company pursuant to section 2 may not be transferred or assigned by an Investor except in a private sale to a transferee or assignee of not less than 100,000 shares of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Registrable Securities ifand: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, assignee and (B) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws; , (ivd) at or before the time the Company receives the written notice contemplated by clause (iib) of this Section, sentence the transferee or assignee agrees in writing with the Company to become a party to and be bound by all of the provisions of this Agreement; and , (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement and Agreement, (f) such transferee shall be for no less than 10% an "accredited investor" as that term defined in Rule 501 of Regulation D under the 1933 Act, and (g) if the assignment occurs after the date of effectiveness of the Registrable Securities. In additionRegistration Statement required to be filed pursuant to section 2.1, the Holder transferee or assignee agrees to pay all reasonable expenses of amending or supplementing such Registration Statement to reflect such assignment. Any such transferee or assignee shall have be deemed to be an Investor hereunder, in the right to assign its rights hereunder to any other Person with the prior written consent place and stead of the Company, which consent shall not be unreasonably withheld, conditioned transferring or delayed. The rights to assignment shall apply assigning Investor with respect to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee so transferred and assigned, from and after the effective date of the Purchasersuch permitted transfer, assignment and assumption.

Assignment of Registration Rights. The rights of the Holder Purchasers hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be assignable automatically assigned by each Holder Purchaser to any transferee of the Holder of all or a any portion of the shares of Convertible Securities or the Registrable Securities if: (ia) the Holder Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Ai) the name and address of such transferee or assignee, and (Bii) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws; , and (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions contained herein. The rights of this Agreement; and (v) such transfer shall have been made in accordance a Purchaser hereunder with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder respect to any other Person with the prior written consent of the Company, which consent Registrable Securities not transferred (and not represented by Convertible Securities or Warrants transferred) shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to assigned by virtue of the Holder (and to subsequent) successors and assigns. In the event transfer of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of other Registrable Securities assigned to any assignee or transferee of the Purchasertransferred Convertible Securities or Warrants representing other Registrable Securities.

Assignment of Registration Rights. The rights under Section 3 may not be assigned without the prior written consent of the Holder hereunderCompany; provided however that the Purchaser’s rights and duties hereunder shall, including without the right to have prior written consent of the Company register for resale Registrable Securities in accordance with the terms of this AgreementCompany, shall be assignable by each Holder automatically assigned to any transferee one or more directly or indirectly wholly-owned subsidiaries of the Holder of Purchaser once all or a any portion of the shares of Purchaser’s Registrable Securities are transferred to such subsidiaries in a transaction complying with applicable securities laws if: (i) the Holder Company is given at least five (5) days prior written notice of the intent to transfer prior to such transfer, (ii) the Purchaser agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (iiiii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, assignee and (Bb) the securities with respect to which such registration rights are being transferred or assigned; (iiiiv) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws; (ivv) at or before the time the Company receives the written notice contemplated by clause (iiiii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase this Agreement and applicable securities laws.. Following any such transfer in accordance with this Section 3.7, the Company shall be for no less than 10% thereafter use commercially reasonable efforts to amend or supplement the selling stockholder table contained in the Resale Registration Statement to reflect such change in beneficial ownership of the affected Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The Any of the rights of the Holder hereunderHolders under this Appendix C, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall may be assignable assigned by each Holder to any permitted transferee of the Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (A) the name and address of such transferee or assignee, and (B) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement Warrant. The transferee, by acceptance of the transfer of any registration rights hereunder, acknowledges that it takes such rights subject to the terms and shall be for no conditions hereof. Upon any transfer of less than 10% all of the its Registrable Securities. In addition, the Holder shall have retains registration rights with respect to Registrable Securities held by it. Appendix D FORM OF ELECTION TO EXERCISE WARRANT (to be signed only on exercise of Warrant in whole or in part) TO: MAMMATECH CORPORATION “Dynamic Energy Alliance Corporation” The undersigned, pursuant to the right provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to assign its rights hereunder to any other Person with the prior written consent purchase (check applicable box): __________ shares of the CompanyCommon Stock covered by such Warrant. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which consent shall not be unreasonably withheld, conditioned or delayedis $___________. Such payment takes the form of a check. The rights undersigned requests that the certificates for such shares be issued in the name of, and delivered to assignment _____________________________________________________ whose address is ______________________________________________________________________________________________________________________ The undersigned acknowledges that the Shares to be issued will bear a restrictive legend, as applicable under Federal Securities Laws. The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment be made pursuant to this Section 8(iregistration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from registration under the Purchaser shall pay all incremental costs and expenses incurred by Securities Act. Dated:___________________ (Signature must conform to name of holder as specified on the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee face of the Purchaser.Warrant) (Address)

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 7(j), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayedAgreement. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event The Company may require, as a condition of an allowing such assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares transfer of Registrable Securities assigned to any assignee (i) that the Holder or transferee of all or a portion of the PurchaserRegistrable Securities furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act.

Assignment of Registration Rights. The rights Subject to receipt of consent of the Company pursuant to Section 9(e), any Holder may assign such Holder’s rights hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Registrable Securities if: (i) the such Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignmentassignment (at which time the Company shall deliver a Questionnaire to the transferee or assignee); (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of a Questionnaire which shall contain, among other things, (A) the name and address of such transferee or assignee, and (B) the securities Registrable Securities with respect to which such registration rights are being transferred or assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice Questionnaire contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and (v) the transfer of Registrable Securities to such transfer shall have been transferee or assignee is made in accordance with the pursuant to an exemption from applicable requirements of the Purchase Agreement federal and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assignsstate securities laws. In the event of an assignment pursuant to this Section 8(i9(f), the Purchaser CMHC Securities Holders, through the Reimbursement Fund established pursuant to the Escrow Agreement, shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee assignees or transferee transferees of the Purchasersuch CMHC Securities Holders.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be assignable by each Holder Investor to any permitted transferee of the Holder Registrable Securities (i) in the case of an assignment of all or a portion Registrable Securities held by such Investor without the consent of the shares Company and (ii) in the case of an assignment of less than all Registrable Securities held by such Investor with the consent of the Company (which consent shall not be unreasonably withheld), if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (Ax) the name and address of such transferee or assignee, assignee and (By) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein and applicable provisions of this Agreement; the Securities Purchase Agreement relating to the transfer of any Securities, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement and shall be for no less than 10% of the Registrable SecuritiesAgreement. In addition, and notwithstanding anything to the Holder shall have contrary contained in this Agreement or the right to assign its Securities Purchase Agreement, the Shares may be pledged, and all rights hereunder to of the Investors under this Agreement or any other Person with agreement or document related to the prior written transaction contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company a bona fide pledgee in connection with filing a Registration Statement (an Investor's margin or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserbrokerage accounts.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of the Holder of all or a any portion of the shares of Preferred Stock, the Warrants or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreement; contained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement Agreement, the Exchange Agreement, the Certificate of Designation for the Preferred Stock, the Warrants and shall be for no less than 10% of the Registrable SecuritiesNotes, as applicable. In addition, and notwithstanding anything to the Holder shall have contrary contained in this Agreement, the right to assign its Securities Purchase Agreement, the Exchange Agreement, the Certificate of Designation, the Warrants or the Notes, the Securities (as defined in the Securities Purchase Agreement and the Exchange Agreement) may be pledged, and all rights hereunder to of the Investors under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company a bona fide pledgee in connection with filing a Registration Statement (an Investor's margin or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserbrokerage account.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be assignable automatically assigned by each Holder the Investors to any transferee of the Holder of all or a any portion of such securities (or all or any portion of the shares of Registrable Securities Warrants) only if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Ai) the name and address of such transferee or assignee, assignee and (Bii) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , and (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and (v) contained herein. In connection with any such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related prospectus are available for no less than 10% use by such transferee for sales of the Registrable SecuritiesSecurities in respect of which the rights to registration have been so assigned. In additionconnection with any such assignment, the Holder each Investor shall have the right to assign to such transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee to perform all of its rights hereunder to any other Person with the prior written consent covenants under of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to Subscription Agreement as if such transferee were the Holder (and to subsequent) successors and assigns. In Buyer under the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the PurchaserSubscription Agreement.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Preferred Stock, Warrants, Additional Purchase Rights or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 7(k), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayedAgreement. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event The Company may require, as a condition of an allowing such assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (transfer of Preferred Stock, Warrants, Additional Purchase Rights or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee (i) that the Holder or transferee of all or a portion of the PurchaserPreferred Stock, the Warrants, the Additional Purchase Rights or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act and (iv) that the transfer of such Preferred Stock, Warrants, Additional Purchase Rights and/or Registrable Securities be (A) a transfer of an amount of such Preferred Stock, Warrants and/or Registrable Securities equal to, convertible into and/or exercisable for not less than 5% of the total number of Conversion Shares that would have been issuable upon the full conversion of all Preferred Stock on the Closing Date (as defined in the Purchase Agreement), (B) a transfer of Additional Purchase Rights pursuant to the terms of Article VIII of the Purchase Agreement or (C) a transfer of all of the Preferred Stock, Warrants, Additional Purchase Rights and Registrable Securities then owned by the Holder.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 1050% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser assigning its rights under this Agreement shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of the Holder of all or a any portion of the shares of Preferred Stock, the Preferred Warrants, the Warrants or the Registrable Securities if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (Ai) the name and address of such transferee or assignee, and (Bii) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreement; contained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement Agreement, the Certificate of Designation, the Preferred Warrants and shall be for no less than 10% of the Registrable SecuritiesWarrants, as applicable. In addition, and notwithstanding anything to the Holder shall have contrary contained in this Agreement, the right to assign its Securities Purchase Agreement, the Certificate of Designation, the Preferred Warrants or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investor under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company a bona fide pledgee in connection with filing a Registration Statement (an Investor's margin or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserbrokerage account.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee or assignee of the such Holder of all or a portion of the shares of Preferred Stock or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 8(i), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayedExchange Agreement. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event The Company may require, as a condition of an allowing such assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (transfer of Preferred Stock or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee (i) that the Holder or transferee of all or a portion of the PurchaserPreferred Stock or the Registrable Securities, as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act.

Assignment of Registration Rights. The rights of the Holder Purchasers hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be assignable automatically assigned by each Holder Purchaser to any transferee of the Holder of all or a any portion of the Convertible Securities or the Registrable Securities, so long as such securities held by a transferee represent, on an as converted or exercised basis, as the case may be, not less than an aggregate of 50,000 shares of Registrable Securities Common Stock (Conversion Shares and Warrant Shares combined) if: (ia) the Holder Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Ai) the name and address of such transferee or assignee, and (Bii) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws; , and (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions contained herein. The rights of a Purchaser hereunder with respect to any Registrable Securities not transferred (and not represented by Convertible Securities or the Warrant transferred) shall not be assigned by virtue of the transfer of other Registrable Securities or transferred Convertible Securities or the Warrant representing other Registrable Securities. Any such transferee who succeeds to rights hereunder shall be deemed to have a separate agreement with the Company independent of this Agreement; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register shares of the Holder hereunder, including the right Restricted Stock pursuant to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall Section 2 may be assignable assigned by each a Holder to any a transferee or assignee of shares of Restricted Stock which (a) is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member of a Holder, (b) is a Holder's family member or trust for the Holder benefit of all an individual Holder, or a portion (c) acquires the lesser of (i) ten percent (10%) of the shares of Registrable Securities if: Restricted Stock issued to such Holder pursuant to the Reorganization Agreement (as adjusted for stock splits and combinations) and (ii) the total number of shares (as adjusted for stock splits and combinations) of Restricted Stock issued to such Holder pursuant to the Reorganization Agreement; provided, however, (i) the Holder agrees in writing with the transferee or assignee to assign transferor shall, within ten (10) days after such rightstransfer, and a copy of such agreement is furnished furnish to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, assignee and (B) the securities with respect to which such registration rights are being transferred or assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act assigned and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) such transferee shall agree to be subject to all restrictions and covenants set forth in this Registration Rights Agreement. (The remainder of this Sectionpage has been left blank intentionally.) Signature Page to Registration Rights Agreement Please indicate your acceptance of the foregoing by signing and returning the enclosed counterpart of this letter, the transferee or assignee agrees in writing with whereupon this Agreement shall be a binding agreement between the Company to be bound by all and you. You understand that Parent is expressly relying on the accuracy of the provisions of this Agreement; information contained herein. The foregoing information is complete and (v) such transfer shall have been made in accordance with the applicable requirements correct as of the Purchase Agreement and shall be for no less than 10% date hereof. You hereby undertake to promptly notify Parent of any change in the above information prior to investment in Parent. Very truly yours, SIPEX CORPORATION By:_______________________________ Name: Title: AGREED TO AND ACCEPTED as of the Registrable Securitiesdate first above written. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.HOLDERS: ______________________________ Name: Address:

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be assignable by each Holder Investor to any permitted transferee or assignee of the Holder Registrable Securities (i) in the case of all or a portion of the shares either an assignment of Registrable Securities if: to an affiliate of such Investor or an assignment of all Registrable Securities held by such Investor without the consent of the Company and (iii) in the case of an assignment of less than all of the Registrable Securities held by such Investor with the consent of the Company (which consent shall not be unreasonably withheld), if (a) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, assignee and (B) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted was not made under the Securities Act and applicable state securities laws; Registration Statement or Rule 144, (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and contained herein, (ve) such transfer shall have been is made in accordance with the applicable requirements of the Purchase Agreement and (f) the transferee is an "accredited investor" as that term is defined in Rule 501 of Regulation D. Any transferee or assignee of an Investor under Article IX shall be deemed an "Investor" for no less than 10% all purposes of this Agreement, and shall be entitled to all rights of, and subject to all obligations (including indemnification obligations) of, an Investor hereunder. ARTICLE AMENDMENT OF REGISTRATION RIGHTS This Agreement may be amended and the Registrable Securities. In additionobligations hereunder may be waived (either generally or in a particular instance, the Holder shall have the right to assign its rights hereunder to any other Person and either retroactively or prospectively) only with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to Company and of the Holder (and to subsequent) successors and assigns. In Investors who then hold a majority in interest of the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned (but not including any Investor who is not affected by such amendment or waiver). Any amendment or waiver effected in accordance with this Article X is binding upon each Investor and the Company. Notwithstanding the foregoing, no amendment or waiver will retroactively affect any Investor without its consent, or will prospectively adversely affect any Investor who no longer owns any Registrable Securities without its consent. Neither Article II, Article VI nor Article VII hereof may be amended or waived in a manner adverse to any assignee or transferee of the Purchaseran Investor without its consent.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, and (B) the securities with respect to which such registration rights are being transferred or assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Subscription Agreement and shall be for no less than 1050% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, and (B) the securities with respect to which such registration rights are being transferred or assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i8(g), the Purchaser MBN shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the PurchaserMBN.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Common Stock, the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 7(j), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayedapplicable securities legislation. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event The Company may require, as a condition of an allowing such assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (transfer of Common Stock, Warrants or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee (i) that the Holder or transferee of all or a portion of the PurchaserCommon Stock, the Warrants or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company --------------------------------- register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be automatically assignable by each Holder an Investor to any transferee of the Holder of all or a portion of the shares of Registrable Securities if: (ia) the Holder Investor holds not less than 50,000 of the Registrable Securities (or Warrants to acquire not less than 50,000 of the Registrable Securities) and agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, assignee and (B) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws; , (ivd) at or before the time the Company receives the written notice contemplated by clause (iib) of this Section, sentence the transferee or assignee agrees in writing with the Company to become a party to and be bound by all of the provisions of this Agreement; and , (ve) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and Agreement, (f) such transferee shall be for no less than 10% an "accredited investor" as that term defined in Regulation D under the 1933 Act, and (g) if the assignment occurs after the date of effectiveness of the Registrable Securities. In additionRegistration Statement required to be filed pursuant to Section 2.1, the Holder shall have the right transferee agrees to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and reasonable expenses incurred by the Company in connection with filing a of amending or supplementing such Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserreflect such assignment.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee Affiliate of such Holder or any other Holder or Affiliate of any other Holder of the Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and , (v) such transfer by a Purchaser shall have been made in accordance with the applicable requirements of the Purchase Agreement and (vi) such transfer by PRF shall be for no less than 10% of in accordance with the Registrable SecuritiesExchange Agreement. In addition, the each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of the Holder of all or a any portion of the shares of Series B Notes, the Series B Warrants or the Registrable Securities if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (iib) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (Ai) the name and address of such transferee or assignee, and (Bii) the securities with respect to which such registration rights are being transferred or assigned; (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreementcontained herein; and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement Agreement, the Series B Notes and shall be for no less than 10% of the Registrable SecuritiesSeries B Warrants, as applicable. In addition, and notwithstanding anything to the Holder shall have contrary contained in this Agreement, the right to assign its Securities Purchase Agreement, the Series B Notes or the Series B Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investor under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company a bona fide pledgee in connection with filing a Registration Statement (an Investor’s margin or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserbrokerage account.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee Affiliate of the such Holder or any other Holder or Affiliate of any other Holder of all or a portion of the shares of Preferred Stock or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and , (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement Agreement, and shall be (vi) at least 250,000 shares of Registrable Securities (appropriately adjusted for no less than 10% any stock dividend, split or combination of the Registrable SecuritiesCommon Stock) are being transferred to such transferee or assignee in connection with such assignment of rights. In addition, the each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, and (B) the securities with respect to which such registration rights are being transferred or assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i8(h), the Purchaser M & W shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.M & W.

Assignment of Registration Rights. The rights of the Holder Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall will be assignable automatically assigned by each Holder the Investors to any transferee of the Holder transferees or assignees of all or a any portion of the shares of Investors rights under the Credit Agreement, or interests in the Registrable Securities if: Securities, but only if (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, assignee and (B) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) following after such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; , (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and contained herein, (ve) such transfer shall have been is made in accordance with the applicable requirements of the Purchase Agreement Credit Agreement, and (f) the transferee is an “accredited investor” as that term is defined in Rule 501 under the Exchange Act. Any transferee or assignee of an Investor under this Article IX shall be deemed an “Investor” for all purposes of this Agreement, and shall be for no less than 10% of the Registrable Securities. In additionentitled to all rights of, the Holder shall have the right and subject to assign its rights hereunder to any other Person with the prior written consent of the Companyall obligations (including indemnification obligations) of, which consent shall an Investor hereunder; provided, however, that such a transferee will not be unreasonably withheld, conditioned or delayed. The rights eligible to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company be named in connection with filing a Registration Registrations Statement (or an amendment thereto until such transferee has completed a Questionnaire of Selling Securityholders in the form of Exhibit A and delivered it to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the PurchaserCompany.

Assignment of Registration Rights. The rights of the each Holder hereunder, --------------------------------- including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee Affiliate of the such Holder or any other Holder or Affiliate of any other Holder of all or a portion of the shares of Preferred Stock or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; and , (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement Agreement, and shall be (vi) at least 100,000 shares of Registrable Securities (appropriately adjusted for no less than 10% any stock dividend, split or combination of the Registrable SecuritiesCommon Stock) are being transferred to such transferee or assignee in connection with such assignment of rights. In addition, the each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 1050% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i8(h), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be assignable automatically assigned by each the Holder to any transferee of the Holder transferees or assignees of all or a any portion of the shares of such Registrable Securities if: if (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, assignee and (B) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws; , and (iv) at or before the time the Company receives received the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of contained herein. Upon a transfer in compliance with this section 10, all references in this Agreement to "Holder" shall be deemed to refer in addition to any transferee hereunder with respect to such transferred Registrable Securities. Notwithstanding anything to the contrary that may be contained in this Agreement; and (v) such , in the event that the Holder does not transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% all of the Registrable Securities. In additionSecurities or transfers the Registrable Securities to more than one transferee, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent holders of the Company, which consent Registrable Securities thereafter shall not be unreasonably withheld, conditioned or delayed. The rights entitled to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred take any action hereunder by the Company in connection with filing a Registration Statement approval of not less than thirty-three percent (or an amendment to the Registration Statement33%) to register the shares of all Registrable Securities assigned to any assignee or transferee by the approval of not less than thirty-three percent (33%) of the Purchaser.Registrable Securities which are the subject of such registration, as appropriate. K.

Assignment of Registration Rights. The rights Subject to the prior approval of the Holder hereunderCompany, including at any time prior to the right to have time the Company register for resale Registrable Securities in accordance Registration Statement was filed with the terms of SEC, the rights under this Agreement, Agreement shall be assignable by each Holder the Lender to any transferee of the Holder of all or a any portion of the shares Lender's respective portion of the Loan together with its Registrable Securities or the Warrant if: (i) the Holder Lender agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Loan Agreement and shall be for applicable securities laws. Notwithstanding the above, any Holder may assign its right to cause the Company to register Shares pursuant to this Agreement to (i) a Permitted Transferee of all or any part of its Shares, or (ii) an acquirer of no less than 10% twenty percent (20%) of the Registrable Securities. In additionHolder’s Shares if: (a) the transferor shall, within 14 (fourteen) days after such transfer, furnish the Company with written notice of the name and address of such transferee, the Holder securities with respect to which such registration rights are being assigned, and the transferee's written agreement to be bound by this Agreement; (b) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws; and (c) such transfer shall have the right to assign its rights hereunder to any other Person been made in accordance with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaserapplicable securities laws.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the ------------------------------------ Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be assignable automatically assigned by each the Holder to any transferee of the Holder transferees or assignees of all or a any portion of the shares of such Registrable Securities if: if (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee, assignee and (B) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws; , and (iv) at or before the time the Company receives received the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of contained herein. Upon a transfer in compliance with this section 10 , all references in this Agreement to "Holder" shall be deemed to refer in addition to any transferee hereunder with respect to such transferred Registrable Securities. Notwithstanding anything to the contrary that may be contained in this Agreement; and (v) such , in the event that the Holder does not transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% all of the Registrable Securities. In additionSecurities or transfers the Registrable Securities to more than one transferee, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent holders of the Company, which consent Registrable Securities thereafter shall not be unreasonably withheld, conditioned or delayed. The rights entitled to assignment shall apply to the Holder (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred take any action hereunder by the Company in connection with filing a Registration Statement approval of not less than thirty-three percent (or an amendment to the Registration Statement33%) to register the shares of all Registrable Securities assigned to any assignee or transferee by the approval of not less than thirty-three percent (33%) of the PurchaserRegistrable Securities which are the subject of such registration, as appropriate.

Assignment of Registration Rights. The rights of the each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of the such Holder of all or a portion of the shares of Preferred Stock, the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 8(j), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayedAgreement. The rights to assignment shall apply to the Holder Holders (and to subsequent) successors and assigns. In the event The Company may require, as a condition of an allowing such assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (transfer of Preferred Stock, Warrants or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee (i) that the Holder or transferee of all or a portion of the PurchaserPreferred Stock, the Warrants or the Registrable Securities as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Aa) the name and address of such transferee or assignee, and (Bb) the securities with respect to which such registration rights are being transferred or assigned; , (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 1050% of all Registrable Securities sold to that particular Holder by the Registrable SecuritiesCompany. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to subsequent) subsequent successors and assigns. In the event of an assignment assignment, pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with the filing of a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be assignable automatically assigned by each Holder Investor to any transferee who (1) holds, or upon such assignment will hold, at least 20% of the Holder of all or a portion of the shares of Registrable Securities held by such Investor (or Warrants exercisable into 20% of such Registrable Securities) (or any equivalent combination of Warrants and Registrable Securities) or (2) is an Affiliate of such Investor only if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (Ai) the name and address of such transferee or assignee, assignee and (Bii) the securities with respect to which such registration rights are being transferred or assigned; (iiic) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws; (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein; and (ve) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and Amendment Agreement; (f) such transferee shall be an "accredited investor" as that term defined in Rule 501 of Regulation D promulgated under the Securities Act but shall not be a broker-dealer or a member of the National Association of Securities Dealers, Inc.; and (g) in the event the assignment occurs subsequent to the date of effectiveness of the Registration Statement required to be filed pursuant to Section 2(a) and the assignment is not made pursuant to Section 5(b) of the Amendment Agreement, such assignee or transferee agrees to pay all reasonable expenses of amending or supplementing such Registration Statement to reflect such assignment. In connection with any such transfer the Company shall promptly after such assignment take such actions as shall be reasonably acceptable to the Investors and such transferee to assure that the Registration Statement and related prospectus are available for no less than 10% use by such transferee for sales of the Registrable SecuritiesSecurities in respect of which the rights to registration have been so assigned. In additionconnection with any such assignment, the Holder each Investor shall have the right to assign its to such transferee such Investor's rights hereunder under the Amendment Agreement by notice of such assignment to any other Person with the prior written consent of the Company. Following such notice of assignment of rights under the Amendment Agreement, which consent the Company shall not be unreasonably withheld, conditioned or delayed. The rights obligated to assignment shall apply such transferee to perform all of its covenants under the Amendment Agreement as if such transferee were the Holder (and to subsequent) successors and assigns. In under the event of an assignment pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the PurchaserAmendment Agreement.

Assignment of Registration Rights. The rights of the Holder hereunder, including the right to have the Company cause Kmart to register for resale Registrable Securities in accordance with the terms of this Agreement, shall Shares pursuant to Sections 1 and 2 may be assignable assigned by each Holder a Rightsholder to any a transferee of the Holder of all or a portion of the shares assignee of Registrable Securities if: Shares that (a) is an affiliate, subsidiary, parent, general partner, limited partner, retired partner, member or retired member, stockholder or shareholder of a Rightsholder, (b) is a Rightsholder's family member or trust for the benefit of an individual Rightsholder or (c) is an entity affiliated by common control (or other related entity) with such Rightsholder provided, however, (i) the Holder agrees in writing with the transferee or assignee to assign such rightstransferor shall, and a copy of such agreement is furnished to the Company within a reasonable time ten (10) days after such assignment; (ii) the Company istransfer, within a reasonable time after such transfer or assignment, furnished with furnish to Kmart written notice of (A) the name and address of such transferee or assignee, assignee and (B) the securities with respect to which such registration rights are being transferred assigned and (ii) such transferee shall agree to be subject to all restrictions and obligations set forth in this Agreement; provided, further, however, that the Rightsholders may not assign the rights granted pursuant to Sections 1 and 2 hereof to any person who does not acknowledge the restrictions on the offer or assigned; (iii) following such transfer or assignment sale of the further disposition of such securities by the transferee or assignees is restricted Kmart Common Stock under the Securities Act and applicable state securities laws; (iv) at or before set forth in the time the Company receives the written notice contemplated Voting Agreement. Upon any such transfer of Registrable Shares by clause (ii) of this Sectiona Softbank Entity, the such Rightsholder shall strongly recommend to such transferee or assignee agrees that such transferee or assignee use a broker of such Rightsholder's choosing and reasonably acceptable to Kmart (the "Broker") in writing connection with the Company to be bound by all of the provisions of this Agreement; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement and shall be for no less than 10% sale of the Registrable SecuritiesSecurities pursuant to the Registration Statement. In addition, if requested by Kmart, upon such transfer or assignment, such Rightsholder shall cause to be delivered to such transferee or assignee a letter signed by an officer of Kmart, and reasonably acceptable to the Holder shall have Rightsholder, regarding the right to assign its rights hereunder to any other Person with the prior written consent use of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The rights to assignment shall apply to Broker as the Holder (and to subsequent) successors and assigns. In the event of an assignment preferred broker for sales pursuant to this Section 8(i), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) . The parties hereto have caused this Agreement to register the shares of Registrable Securities assigned to any assignee or transferee be executed and delivered as of the Purchaserdate first written above. KMART CORPORATION: GC&H INVESTMENTS By: /s/ Jxxxxxx Xxxxx By: /s/ Kxxxxxx X. Xxxxxxxx -------------------------------------- ----------------------------- Name: Jxxxxxx X. Xxxxx Name: Kxxxxxx X. Xxxxxxxx ------------------------------------ --------------------------- Title: Executive Vice President, CFO Title: Executive Partner --------------------------------- ------------------- Address: 3000 Xxxx Xxx Xxxxxx Xxxx Xxxx, XX 00000 Attn: Jxxxx Xxxxxx, Esq. Facsimile No.: (000) 000-0000 SOFTBANK CAPITAL ADVISORS FUND, L.P. By: /s/ Sxxxxx Xxxxxx ----------------------------- Name: Sxxxxx X. Xxxxxx Title: Administrative Member SOFTBANK CAPITAL PARTNERS FUND, L.P. By: /s/ Sxxxxx Xxxxxx ----------------------------- Name: Sxxxxx X. Xxxxxx Title: Administrative Member SOFTBANK CAPITAL L.P. By: /s/ Sxxxxx Xxxxxx ----------------------------- Name: Sxxxxx X. Xxxxxx Title: Administrative Member SOFTBANK TECHNOLOGY VENTURES ADVISORS FUND V, L.P. By: /s/ D. Rxx Xxxxxxx ----------------------------- Name: D. Rxx Xxxxxxx Title: Managing Director SOFTBANK TECHNOLOGY VENTURES ENTREPRENEURS FUND V, L.P. By: /s/ D. Rxx Xxxxxxx ----------------------------- Name: D. Rxx Xxxxxxx Title: Managing Director SOFTBANK TECHNOLOGY VENTURES V, L.P. By: /s/ D. Rxx Xxxxxxx ----------------------------- Name: D. Rxx Xxxxxxx Title: Managing Director EVERCORE VENTURE PARTNERS LLP By: /s/ Kxxxxxxx Xxxxx Xxxxxxx ----------------------------- Name: Kxxxxxxx Xxxxx Xxxxxxx Title: Managing Director EXHIBIT A RIGHTSHOLDERS No. of Shares of No. of Shares of No. of Class A No. of Shares of Name of Rightsholder Series A Series C Units in LLC Kmart Common GC&H Investments 37,600 0 0 ---------------------------------------- Five Palo Alto Square 3000 Xx Xxxxxx Xxxx Xxxx Xxxx, XX 00000-0000 Softbank Capital Advisors Fund, L.P. 63,813 16,785 0 1000 Xxxxxx Xxxxxx Xxxxxx Xxxxxx, MA 02459 Softbank Capital Partners Fund, L.P. 2,218,361 972,439 0 1000 Xxxxxx Xxxxxx Xxxxxx Xxxxxx, XX 00000 Softbank Capital L.P. 2,180,226 955,722 0 1000 Xxxxxx Xxxxxx Xxxxxx Xxxxxx, MA 02459 Softbank Technology Ventures Advisors 357,000 155,599 0 Fund V, L.P. 200 Xxxx Xxxxxx, Xxxxx 200 Mountain View, CA 94043 Softbank Technology Ventures 240,800 104,953 0 Entrepreneurs Fund V, L.P. 200 Xxxx Xxxxxx, Xxxxx 200 Mountain View, CA 94043 Softbank Technology Ventures V, L.P. 13,402,200 5,841,377 0 200 Xxxx Xxxxxx, Xxxxx 200 Mountain View, CA 94043 Evercore Venture Partners LLP 0 0 1,000,000 60 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Total 23,500,000 8,046,875 1,000,000