Common use of Registration Procedures Clause in Contracts

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever In connection with the Company is required by the provisions hereof Company's registration obligations pursuant to effect the registration of any Registrable Securities under the Securities ActSections 6(b) hereof, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) will use its commercially reasonable efforts to to: (i) register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the securities or "blue sky" sky laws of the jurisdictions as any seller reasonably requests in writing and do any and all other acts and things which may be reasonably necessary to permit such seller to consummate the disposition in such jurisdictions within of the United States as the Purchaser may reasonably request, provided, however, Registrable Securities owned by such seller (provided that the Company shall will not for any such purpose be required to (A) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this subparagraph or to (B) consent to general service of process in any such jurisdiction); (eii) list the notify each seller of Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, and, at the request of any such seller, the circumstances Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (iii) cause all such Registrable Securities to be listed on each securities exchange, if any, on which the same securities issued by the Company are then existinglisted; (iv) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; and (gv) make available for inspection advise each seller of such Registrable Securities promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Purchaser SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and use commercially reasonable efforts to prevent the issuance of any attorney, accountant stop order or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserobtain its withdrawal if such stop order should be issued.

Registration Procedures. (a) If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleshall: (ai) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (bii) as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by keep the Registration Statement and to keep such Registration Statement effective until for a period of not less than nine months from the expiration of the Effectiveness Periodeffective date; (ciii) as expeditiously as possible furnish to the Purchaser Holder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered owned by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately selling Stockholder and promptly notify the Purchaser selling stockholder at any time when a Prospectus relating thereto prospectus is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes prospectus would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (giv) make available for inspection as expeditiously as possible use its best efforts to register or qualify the Registrable Securities covered by the Purchaser Registration Statement under the securities or Blue Sky laws of such states as the selling stockholders shall reasonably request, and do any attorney, accountant and all other acts and things that may be necessary or desirable to enable the selling stockholders to consummate the public sale or other agent retained disposition in such states of the Registrable Securities owned by the Purchaserselling stockholder; provided, all publicly availablehowever, non-confidential financial and other recordsthat the Company shall not be required in connection with this Section 3(a) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (b) If the Company has delivered preliminary or final prospectuses to the Holder and, pertinent corporate documents and properties after having done so, the prospectus is amended to comply with the requirements of the CompanySecurities Act, the Company shall promptly notify the Holder and, if requested, the Holder shall immediately cease making offers of Registrable Securities and cause return all prospectuses to the Company's officers. The Company shall promptly provide the Holder with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the Holder shall be free to resume making offers of the Registrable Securities.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Lender copies of all filings and Commission letters of comment correspondence relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Lender such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Lender may reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Lender’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Lender may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange exchange/Trading Market on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Lender, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge knowledge, or has reason to know, as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Lender and any attorney, accountant or other agent representative retained by the PurchaserLender, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent representative of the PurchaserLender.

Registration Procedures. If and whenever (a) With respect to a registration pursuant to Section 2 of this Addendum, the Company is required by the provisions hereof Company, subject to subsection 2(b) above, will use reasonable efforts to promptly effect the registration of any the Registrable Securities under the Securities ActShares, and in connection therewith, the Company will, as expeditiously as possibleshall do the following: (ai) prepare and file with the Commission the SEC a Registration Statement with respect to such Registrable Securitieson or before March 31, respond as promptly as possible to any comments received from the Commission2001, and use its best reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (bii) prepare and file with the Commission SEC such amendments and post-effective amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement continually effective until for a period expiring on the expiration earlier of (A) the Effectiveness Perioddate there are no longer shares of Common Stock outstanding that constitute Registrable Shares or (B) one (1) year from the Closing Date (as defined in the Stock Purchase Agreement); (ciii) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably requestpromptly notify Sellers, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto to Sellers' Registrable Shares covered by the Registration Statement is required to be delivered under the Securities Act, of the happening occurrence of any event of which the Company has knowledge as a result of which the Registration Statement or the Prospectus contained or any document incorporated therein contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, and the Company shall promptly prepare and file with the SEC and furnish to Sellers a supplement or amendment to such Registration StatementProspectus so that, as then in effectthereafter delivered to the purchasers of the Sellers' Registrable Shares, includes an such Prospectus shall not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existingunder which they were made, not misleading; (iv) use reasonable efforts to register or qualify the Registrable Shares covered by the Registration Statement for offer and sale under the securities or "blue sky" laws of each state and other U.S. jurisdiction as Sellers reasonably request in writing; however, the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to so qualify, (B) take any action that would subject it to general service of process in any jurisdiction where it would not otherwise be subject to such general service of process, or (C) subject itself to general taxation in any jurisdiction where it would not otherwise be subject; and (gv) make available for inspection use reasonable efforts to cause all Registrable Shares included in such Registration Statement to be listed on the New York Stock Exchange (or any other market on which the Common Stock is then listed). (b) Sellers, upon receipt of any notice from the Company of the occurrence of any event of the kind described in clause (iii) of subsection 4(a) above, will forthwith discontinue disposition of the Sellers' Registrable Shares pursuant to the Registration Statement covering such Sellers' Registrable Shares until Seller's receipt of the copies of the supplemented or amended Prospectus contemplated by the Purchaser and any attorneysuch subsection 4(a) and, accountant or other agent retained if so directed by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause Sellers will deliver to the Company's officersCompany all copies, directors and employees to supply all publicly availableother than permanent file copies then in Sellers' possession, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasermost recent Prospectus covering such Sellers' Registrable Shares at the time of receipt of such notice. Seller, upon receipt of any notice from the Company of the issuance of any stop order or blue sky order will forthwith, in the case of any stop order, discontinue disposition of the Sellers' Registrable Shares pursuant to the Registration Statement covering such Sellers' Registrable Shares or, in the case of any blue sky order, discontinue disposition of the Sellers' Registrable Shares in the applicable jurisdiction, until advised in writing of the lifting or withdrawal of such order.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of (a) Whenever a Holder requests that any Registrable Securities under the Securities Actbe registered pursuant to this Agreement or requests a Shelf Underwritten Offering, the Company willshall use commercially reasonable efforts to effect, as expeditiously soon as possiblepractical as provided herein, the registration and the sale of such Registrable Securities in accordance with the intended methods of disposition thereof, and, pursuant thereto, the Company shall, as soon as practical as provided herein, use its commercially reasonable efforts to: (ai) subject to the other provisions of this Agreement, in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the Commission the SEC a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the such Registration Statement to become and remain effective for (unless it is automatically effective upon filing); provided, that before filing a Registration Statement pursuant to this Agreement, the Effectiveness Period with respect theretoCompany will furnish to counsel of the Holders in such offering copies of the registration statement, any prospectus, and promptly provide prospectus supplement, and such other documents proposed to be filed with the SEC as such Holders may reasonably request, and the Company shall give the Holders and their counsel a reasonable opportunity to comment on such documents and keep such Holders reasonably informed as to the Purchaser copies registration process (and the Holders of all filings the Registrable Securities covered by such Registration Statement shall have the right to request that the Company modify any information contained in such Registration Statement pertaining to the Holders and Commission letters of comment relating theretothe Company will use its commercially reasonable efforts to address requests such Holders may reasonably propose); (bii) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions applicable requirements of the Securities Act and keep such Registration Statement effective for the relevant period required hereunder, but no longer than is necessary to complete the distribution of the securities covered by such Registration Statement, and to comply with the applicable requirements of the Securities Act with respect to the disposition of all the securities covered by such Registration Statement during such period in accordance with the intended methods of disposition set forth in such Registration Statement; provided, that before filing any amendments or supplements or any free writing prospectuses related thereto, the Company will furnish to counsel of the Holders in such offering copies of the registration statement, any prospectus, and prospectus supplement, and such other documents proposed to be filed with the SEC as such Holders may reasonably request, and the Company shall give the Holders and their counsel a reasonable opportunity to comment on such documents and keep such Holders reasonably informed as to the registration process (and the Holders of the Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until shall have the expiration of right to request that the Effectiveness PeriodCompany modify any information contained in such Registration Statement, amendment or supplement thereto pertaining to the Holders and the Company will use its commercially reasonable efforts to address requests such Holders may reasonably propose); (ciii) furnish if requested by the managing underwriters (if any) or the holders of a majority of the then outstanding Registrable Securities included in such Registration Statement, promptly include in a prospectus supplement or post-effective amendment such information as the managing underwriters (if any) or such holders may reasonably request in order to permit the Purchaser intended method of distribution of such securities and to make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Company has received such request; (iv) obtain the withdrawal of any order suspending the effectiveness of any Registration Statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States; (v) deliver, without charge, such number of copies of the Registration Statement Statement, preliminary and the final Prospectus included and any supplement or exhibit thereto or documents incorporated therein (including each preliminary Prospectus) as the Purchaser Holders may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities of Holders covered by such Registration Statement in conformity with the requirements of the Securities Act, and the Company hereby consents to the use of such Registration Statement, Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Securities and the underwriters or agents, if any, in connection with the offering and sale of the Registrable Securities covered thereby; (dvi) use its commercially reasonable efforts to register or qualify the Purchaser's such Registrable Securities covered by under such other securities or blue sky laws as the Holders or underwriters reasonably request and continue such registration or qualification in effect in such jurisdictions for as long as the applicable Registration Statement may be required to be kept effective under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, this Agreement (provided that the Company shall will not for any such purpose be required to (A) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this subparagraph (v), (B) subject itself to taxation in any such jurisdiction or to (C) consent to general service of process in any such jurisdiction); (evii) list notify the Holders and each distributor of such Registrable Securities covered identified by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Holders, at any time when a Prospectus relating thereto is would be required under the Securities Act to be delivered under the Securities Actby such distributor, of the happening occurrence of any event of which the Company has knowledge as a result of which the Prospectus contained included in such Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, at the reasonable request of the Holders, prepare, as soon as practical, a supplement or amendment to such Prospectus so that, as thereafter delivered to any prospective purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (viii) in the case of an underwritten offering in which the Holders participate pursuant to a Demand Registration or a Piggyback Registration, enter into an underwriting agreement, containing customary provisions (including provisions for indemnification, lockups, opinions of counsel and comfort letters), and take all such other customary and reasonable actions as the managing underwriters of such offering may request in order to facilitate the disposition of such Registrable Securities (including, making appropriate personnel of the Company available at reasonable times and places to assist in customary road-shows that the managing underwriters determine are necessary or advisable to effect the offering); (ix) in the case of an underwritten offering in which the Holders participate pursuant to a Demand Registration or a Piggyback Registration, and to the extent not prohibited by applicable law, (A) make reasonably available, for inspection by the managing underwriters of such offering and one attorney and accountant acting for such managing underwriters, pertinent corporate documents and financial and other records of the Company and its subsidiaries and controlled Affiliates (but excluding any documents incorporated by reference in such Registration Statement, amendments or supplements that are available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (or any successor system)), (B) cause the Company’s officers and employees to supply information reasonably requested by such managing underwriters or attorney in connection with such offering, (C) make the Company’s independent accountants available for any such underwriters’ due diligence and have them provide customary comfort letters to such underwriters in connection therewith; and (D) cause the Company’s counsel to furnish customary legal opinions to such underwriters in connection therewith; provided, however, that such records and other information shall be subject to such confidential treatment as is customary for underwriters’ due diligence reviews; (x) cause all such Registrable Securities to be listed on the New York Stock Exchange or such other national securities exchange (if any) on which securities of the same class issued by the Company are then listed; (xi) provide a transfer agent, registrar and CUSIP number (if applicable) for all such Registrable Securities not later than the effective date of such Registration Statement and, at a reasonable time before any proposed sale of Registrable Securities pursuant to a Registration Statement, provide the transfer agent with printed certificates or book entry statements for, or other indicia acceptable to the transfer agent of, the Registrable Securities to be sold; (xii) make generally available to its shareholders, as soon as reasonably practicable, a consolidated earnings statement (which need not be audited) for a period of twelve (12) months beginning after the effective date of the Registration Statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy the requirements of an earning statement under Section 11(a) of the Securities Act and Rule 158 thereunder; (xiii) promptly notify each Holder and the managing underwriters of any underwritten offering, if any: (A) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or any post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (B) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding the Holders; (C) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement; and (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. (xiv) cooperate and assist in any filings required to be made with FINRA; (xv) if the Shelf Registration Statement covering Registrable Securities has been outstanding for at least three years and any Registrable Securities remain outstanding, at the end of the third year, file a new Shelf Registration Statement covering the Registrable Securities; and (xvi) take such other actions and deliver such other documents and instruments as may be reasonably requested and are necessary to facilitate the registration and disposition of Registrable Securities as contemplated hereby. For the avoidance of doubt, the provisions of clauses (viii) and (ix) of this Section 6(a) shall apply only in respect of an underwritten offering. (b) No Registration Statement (including any amendments thereto) shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading, and no Prospectus (including any supplements thereto) shall contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, except for any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in reliance on and in conformity with written information furnished to the Company by or on behalf of the Holders or any underwriter or other distributor specifically for use therein. (c) At all times after the Company has filed a Registration Statement with the SEC pursuant to the requirements of the Securities Act and until the Termination Date, the Company shall use commercially reasonable efforts to continuously maintain in effect the Registration Statement of Class A Common Stock under Section 12 of the Exchange Act and to use commercially reasonable efforts to file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, all to the extent required to enable the Holders to be eligible to sell Registrable Securities (if any) pursuant to Rule 144 under the Securities Act. (d) The Company may require each Holder and each distributor of Registrable Securities as to which any registration is being effected to, and each Holder severally and not jointly agrees to, and to cause any distributor to, furnish to the Company information regarding such Person and the distribution of such securities as the Company may from time to time reasonably request in connection with such registration. (e) The Holders agree that, upon being advised in writing by the Company of the occurrence of an event pursuant to Section 6(a)(vii), such Holders will immediately discontinue (and direct any other Persons making offers and sales of Registrable Securities to immediately discontinue) offers and sales of Registrable Securities pursuant to any Registration Statement (other than those pursuant to a plan that is in effect prior to such time and that complies with Rule 10b5-1 of the Exchange Act) until it is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 6(a)(vii), and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then existing; andin the Holders’ possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. (f) The Company may prepare and deliver an issuer free-writing prospectus (as such term is defined in Rule 405 under the Securities Act) in lieu of any supplement to a prospectus, and references herein to any “supplement” to a Prospectus shall include any such issuer free-writing prospectus. Neither the Holders nor any other seller of Registrable Securities may use a free-writing prospectus to offer or sell any such shares without the Company’s prior written consent. (g) make available for inspection by the Purchaser It is understood and agreed that any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties failure of the CompanyCompany to file a Registration Statement or any amendment or supplement thereto or to cause any such document to become or remain effective or usable within or for any particular period of time as provided in Sections 2, and cause 4 or 6 or otherwise in this Agreement, due to reasons that are not reasonably within its control (including, for the avoidance of doubt, bona fide delays related to the services to be provided by third parties including the Company's officers’s auditors or advisors), directors and employees or due to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent any refusal of the PurchaserSEC to permit a registration statement or prospectus to become or remain effective or to be used because of unresolved SEC comments thereon (or on any documents incorporated therein by reference) despite the Company’s good faith and commercially reasonable efforts to resolve those comments, shall not be a breach of this Agreement. (h) It is further understood and agreed that the Company shall not have any obligations under this Section 6 at any time on or after the Termination Date, unless an underwritten offering in which the Holders have participated has been priced but not completed prior to the Termination Date, in which event the Company’s obligations under this Section 6 shall continue with respect to such offering until it is so completed (but not more than sixty (60) days after the commencement of the offering). (i) Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to file a Registration Statement or include Regis

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly (and in any event within three (3) Business Days following such occurrence) notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Sections 2.1 or 2.2 to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such a Registration Statement to become and remain effective for a period of two (2) years; provided, however, that any Registration Statement filed pursuant to Section 2.2 may be kept effective for such lesser period of time until which all Registrable Securities included thereunder are freely saleable (without restriction, except with regard to Registrable Securities held by persons deemed to be "affiliates" of the Effectiveness Period with respect thereto, and promptly provide Company) or have been disposed of pursuant to the Purchaser copies of a registration statement or all filings and Commission letters of comment relating theretotransfer restrictions or legends have otherwise been removed; (b) prepare and file with the Commission SEC such amendments to such Registration Statement and supplements to the Registration Statement and the Prospectus used in connection therewith prospectus contained therein as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until for the expiration period of the Effectiveness Periodtime described in paragraph (a) above; (c) furnish to the Purchaser Investors participating in such registration such reasonable number of copies of the such Registration Statement Statement, preliminary prospectus, final prospectus and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser such underwriters or selling shareholders may reasonably may request in order to facilitate the public sale or disposition offering of the Registrable Securities covered by the Registration Statementsuch securities; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities securities covered by the Registration Statement under the such state securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser such participating Investors may reasonably requestrequest in writing within twenty (20) days following the original filing of such Registration Statement, provided, however, except that the Company shall not for any such purpose be required to execute a general consent to service of process or to qualify generally to transact do business as a foreign corporation in any jurisdiction where wherein it is not so qualified or to consent to general service of process in any such jurisdictionqualified; (e) list in the Registrable Securities covered by event that a registration involves an underwritten offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the Registration Statement with any securities exchange on which the Common Stock of the Company is then listedmanaging underwriter or such offering; (f) immediately notify the Purchaser Investors participating in such registration, promptly, and in no event later than two (2) business days after, the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed; (g) notify such Investors promptly of any request by the SEC for the amending or supplementing the Registration Statement or prospectus or for additional information; (h) notify such Investors promptly of the Company's reasonable determination that a post-effective amendment to a Registration Statement or prospectus would be appropriate; (i) prepare and file with the SEC, promptly upon the request of any such Investors, any amendments or supplements to the Registration Statement or prospectus which, in the opinion of counsel for such Investors (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the Registrable Securities; (j) prepare and promptly file with the SEC and promptly notify such Investors of the filing of such amendment or supplement to the Registration Statement or prospectus as may be necessary to correct any statements or omissions if, at any the time when a Prospectus prospectus relating thereto to such securities is required to be delivered under the Securities Act, of the happening of any event of which shall have occurred as the Company has knowledge as a result of which the Prospectus contained in any such Registration Statement, prospectus or any other prospectus as then in effect, includes effect would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing; andin which they were made, not misleading; (gk) advise such Investors, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (l) at the request of Investors of a majority of the Registrable Securities included in the Registration Statement, furnish to the underwriters or selling shareholders on the date that the Registrable Securities are delivered to underwriters for sale in connection with a registration pursuant to this Agreement (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters and (ii) a letter dated such date, from the independent certified accountants of the Company, in form an substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (m) make available for inspection by any underwriters participating in an offering covering Registrable Securities, and the Purchaser and any attorneycounsel, accountant accountants or other agent agents retained by the Purchaserany such underwriter, all publicly available, non-confidential pertinent financial and other records, pertinent corporate documents documents, and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any such underwriters in connection with such offering; (n) to the attorneyextent the Registration Statement is not filed on Form SB-2, accountant convert such Registration Statement to Form SB-2 as soon as reasonably practicable following the Company becoming eligible to register securities on Form SB-2; (o) if the Common Stock is then listed on a national securities exchange, cause the Registrable Securities to be listed on such exchange, or if reported on Nasdaq, to be reported on Nasdaq; (p) provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the PurchaserRegistration Statement in which Registrable Securities are included; and (q) comply with all applicable rules and regulations of the Commission and make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder no later than forty five (45) days after the end of any twelve (12) month period (or ninety (90) days after the end of any twelve (12) month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company, after the effective date of the Shelf Registration Statement, which statements shall cover said twelve (12) month period.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the The Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond securities (on such applicable form as promptly as possible the Company may in its sole discretion elect to any comments received from the Commission, use) and use its reasonable best efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect theretoperiod of the distribution contemplated thereby, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretodetermined as hereinafter provided; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period specified in subsection (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities Restricted Stock covered by the Registration Statement and to keep such Registration Statement effective until the expiration registration statement in accordance with Purchaser's intended method of the Effectiveness Perioddisposition set forth in such registration statement for such period; (c) furnish to the Purchaser such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (therein, including each preliminary Prospectus) prospectus, as the Purchaser reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities Restricted Stock covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Restricted Stock covered by the Registration Statement such registration statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably shall request, ; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (f) use its reasonable best efforts to include or list, as the case may be, the Restricted Stock being registered on the automated quotation system of the National Association of Securities Dealers, Inc. or the principal securities exchange on which Common Stock of the Company is then quoted or listed; (g) afford Purchaser and its representative, if any, an opportunity to make such examination and inquiry into the financial position, business and affairs of the Company and its subsidiaries as Purchaser or its counsel may reasonably deem necessary to satisfy Purchaser and its counsel as to the accuracy and completeness of the registration statement; (h) deliver promptly to Purchaser copies of all correspondence between the Commission and the Company relating to the registration statement; and (gi) make available for inspection use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement (which in no event shall require the Company to commence any judicial proceeding). For purposes of Sections 4(a) and 4(b) above, the period of distribution of Restricted Stock shall be deemed to extend until the earlier of the sale of all Restricted Stock covered by the Purchaser and any attorney, accountant Registration Statement or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties seventh anniversary of the Companyeffective date thereof. In connection with registration hereunder, Purchaser will furnish to the Company in writing such information with respect to itself and cause the Company's officers, directors proposed distribution by it as shall be reasonably necessary in order to assure compliance with federal and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserapplicable state securities laws.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities Closing Shares under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable SecuritiesClosing Shares, respond as promptly as possible to any comments received from the Commission, and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities Closing Shares covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities Closing Shares covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities ’s Closing Shares covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities Closing Shares covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. Notwithstanding anything herein to the contrary, upon written notice from the Company, the Company may require that the Holders suspend offers and sales of Closing Shares pursuant to Section 7 hereof due to the fact that (1) (a) there is material non-public information regarding the Company which the Company’s Board of Directors (the “Board”), after advice of legal counsel, reasonably determines not to be in the Company’s best interest to disclose and which the Company is not otherwise required to then disclose or (b) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction available to the Company which the Board reasonably determines would be seriously detrimental to the Company and its shareholders to then disclose, and which the Company would be required to disclose in a Registration Statement; provided that such period (a “Blackout Period”) shall end on the earlier to occur of (i) the date upon which the circumstances that give rise to the commencement of the period would no longer cause the registration and distribution of the Closing Shares to be seriously detrimental to the Company and its shareholders and (ii) such time as the Company (A) notifies the Holders that the Company will no longer delay such filing of the registration statement, (B) recommences steps to make such registration statement effective or (c) allows sales pursuant to such registration statement to resume; provided further in no event shall the aggregate Blackout Periods in any rolling 12-month period exceed 60 days in the aggregate for such 12-month period.

Registration Procedures. If and whenever the Company is required by the provisions hereof to use its best efforts to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement SEC a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, securities and use its best efforts to cause the Registration Statement such registration statement to become effective not later than 120 days from the date of its filing and to remain effective for the Effectiveness Period with respect theretoRequisite Period; provided, and promptly provide however, that at any time, upon written notice to the Purchaser copies participating Holders and for a period not to exceed sixty (60) days thereafter (the "Suspension Period"), the Company may delay the filing or effectiveness of all filings any registration statement or suspend the use or effectiveness of any registration statement (and Commission letters the Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that the Company may, in the absence of comment such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development the disclosure of which could reasonably be expected to have a material adverse effect upon the Company, its stockholders, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto;. In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the Requisite Period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive sixty (60) days with the consent of the Holders of a majority of the Registrable Securities registered under the applicable registration statement, which consent shall not be unreasonably withheld. If so directed by the Company, all Holders registering shares under such registration statement shall use their best efforts to deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for the Requisite Period and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement in accordance with the Registration Statement and to keep intended method of disposition set forth in such Registration Statement effective until the expiration of the Effectiveness Periodregistration statement for such period; (c) furnish to the Purchaser each seller of Registrable Securities and to each underwriter such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such persons reasonably may request in order to facilitate the public sale or intended disposition of the Registrable Securities covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable best efforts (i) to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement such registration statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may sellers of Registrable Securities or, in the case of an underwritten public offering, as the managing underwriter, reasonably shall request, provided(ii) to prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements, howeverand take such other actions, as may be necessary to maintain such registration and qualification in effect at all times for the period of distribution contemplated thereby and (iii) to take such further action as may be necessary or advisable to enable the disposition of the Registrable Securities in such jurisdictions; provided that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its best efforts to list the Registrable Securities covered by the Registration Statement such registration statement with any securities exchange or automated quotation system on which the Common Stock of the Company is then listedlisted or traded, or, if the Common Stock is not then listed on a national securities exchange, use its best efforts to facilitate the reporting of the Common Stock on any securities exchange or automated quotation system; (f) immediately notify the Purchaser each seller of Registrable Securities and each underwriter under such registration statement, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statementregistration statement, as then in effect, includes an any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingexisting and promptly amend or supplement such registration statement to correct any such untrue statement or omission; (g) notify each seller of Registrable Securities of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose and make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time; (h) permit a single firm or counsel designated as selling stockholders' counsel by the Holders of a majority in interest of the Registrable Securities being registered to review the registration statement and all amendments and supplements thereto for a reasonable period of time prior to their filing and the Company shall not file any document in a form to which such counsel reasonably objects; (i) if the offering is an underwritten offering, enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are usual and customary in the securities business for such an arrangement between such underwriter and companies of the Company's size and investment stature, including, without limitation, customary indemnification and contribution provisions; (j) if the offering is an underwritten offering, at the request of any seller of Registrable Securities, use its best efforts to furnish to such seller on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) a copy of an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial or statistical information contained therein), and (C) to such other effects as reasonably may be requested by counsel for the underwriters; and (ii) a copy of a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five (5) business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request; (k) take all actions reasonably necessary to facilitate the timely preparation and delivery of certificates (not bearing any legend restricting the sale or transfer of such securities) representing the Registrable Securities to be sold pursuant to the registration statement and to enable such certificates to be in such denominations and registered in such names as the Shareholders or any underwriters may reasonably request; and (gl) make available for inspection by take all other reasonable actions necessary to expedite and facilitate the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties registration of the CompanyRegistrable Securities pursuant to the registration statement. In connection with each registration hereunder, the sellers of Registrable Securities will furnish to the Company in writing such information with respect to themselves and cause the Company's officers, directors proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserapplicable state securities laws.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish or make available to the Purchaser Holders such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Holders reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Holder’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Holder may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Holders at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Holders and any attorney, accountant or other agent retained by the PurchaserHolders, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorneyattorneys, accountant accountants or agent agents of the PurchaserHolders.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Section 2 to effect the registration of any Registrable Securities under the Securities 1933 Act, the Company will, as expeditiously as possible: (a) subject to the timelines provided in this Agreement, prepare and file with the Commission the Registration Statement with the SEC, with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period period of the distribution contemplated thereby (determined as herein provided), respond as promptly as commercially practicable to any comments received from the SEC with respect theretoto a Registration Statement or any amendment thereto and file any pre-effective amendments with respect to a Registration Statement as promptly as reasonable possible, and promptly provide to the Purchaser Investors copies of all filings and Commission SEC letters of comment relating thereto(provided that the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any subsidiary) and notify the Investors (by telecopier or by e-mail addresses provided by the Investors) on or before the second business day thereafter that the Company receives notice that (i) the SEC has no comments or no further comments on the registration statement, and (ii) the registration statement has been declared effective; (b) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until such Registration Statement has been effective for a period of six months (“Effectiveness Period”) and prepare and file with the expiration of SEC such additional Registration Statements as may be required hereunder and to keep each additional Registration Statement effective for the Effectiveness Period; (c) furnish to the Purchaser Investors such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such Investors reasonably may request in order to facilitate the public sale or their disposition of the Registrable Securities securities covered by the such Registration StatementStatement or make them electronically available; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably requestInvestors shall request in writing, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities the principal market or exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when Investors of the Company’s becoming aware that a Prospectus prospectus relating thereto is required to be delivered under the Securities 1933 Act, of the happening of any event or passage of time of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; andexisting or the financial statements included therein ineligible for inclusion or which becomes subject to a SEC, state or other governmental order suspending the effectiveness of the Registration Statement covering any of the Registrable Securities. Each Investor hereby covenants that it will not sell any Registrable Securities pursuant to such prospectus during the period commencing at the time at which the Company gives such Investor notice of the suspension of the use of such prospectus in accordance with this Section 3(f) and ending at the time the Company gives such Investor notice that such Investor may thereafter effect sales pursuant to the prospectus, or until the Company delivers to such Investor or files with the SEC an amended or supplemented prospectus. (g) make available for inspection The Company shall cooperate with any broker-dealer through which an Investor proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Companysuch Investor, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested Company shall pay the filing fee required by the attorney, accountant or agent such filing within two (2) business days of the Purchaserrequest therefor.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever Whenever the Medicor Group, on behalf of the Medicor Parties, ERI, on behalf of the ERI Parties, or the Belfer Group on behalf of the Belfer Parties has requested that any Registrable Securities be registered pursuant to this Agreement, the Company is required by the provisions hereof will use its best efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the Securities Actintended method of disposition thereof, and pursuant thereto the Company will, will as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and thereafter use its reasonable best efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect (provided that, before filing a registration statement or prospectus or any amendments or supplements thereto, and promptly provide the Company will furnish to the Purchaser counsel selected by the holders of the Registrable Securities covered by such registration statement copies of all filings and Commission letters such documents proposed to be filed, which documents will be subject to reasonable review of comment relating theretosuch counsel); (b) prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of either (i) not less than six months (subject to extension pursuant to Section 5.7(b)) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or (ii) such shorter period as will terminate when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the Registration Statement and to keep intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement effective until the expiration of the Effectiveness Periodregistration statement; (c) furnish to the Purchaser each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the Registration Statement and the Prospectus prospectus included therein in such registration statement (including each preliminary Prospectusprospectus) and such other documents as the Purchaser such seller may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration Statementsuch seller; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the such other securities or "blue sky" sky laws of such jurisdictions within as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the United States as disposition in such jurisdictions of the Purchaser may reasonably request, provided, however, Registrable Securities owned by such seller (provided that the Company shall will not for any such purpose be required to (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or to (iii) consent to general service of process in any such jurisdiction); (e) list the notify each seller of such Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Securities, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event of which the Company has knowledge as a result of which which, the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Company will prepare and furnish to such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then existing; listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange; (g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; (h) enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares); (i) make available for inspection by the Purchaser any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by the Purchaserany such seller or underwriter, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors Directors, employees and employees independent accountants to supply all publicly available, non-confidential information reasonably requested by the any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; (j) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the PurchaserCommission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (k) in the event of the issuance of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order and to notify the holders of all of the Registrable Securities covered by the registration statement of such order; (l) obtain a cold comfort letter, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement); (m) provide a legal opinion of the Company's outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included herein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature; (n) promptly furnish to the managing underwriter, if any, and each seller of Registrable Securities copies of any written request by the Commission or any state securities authority for amendments or supplements to a registration statement or prospectus or for additional information; and (o) make reasonably available its employees and personnel and otherwise provide reasonable assistance to any underwriters in the marketing of Registrable Securities in any underwritten offering. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Laurus copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser Laurus such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Laurus reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Laurus’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Laurus may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Laurus at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Laurus and any attorney, accountant or other agent retained by the PurchaserLaurus, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserLaurus.

Registration Procedures. (a) If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleshall: (ai) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (bii) as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by keep the Registration Statement and to keep such Registration Statement effective until for a period of not less than nine months from the expiration of the Effectiveness Periodeffective date; (ciii) as expeditiously as possible furnish to the Purchaser Holder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, inconformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered owned by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately selling Stockholder and promptly notify the Purchaser selling stockholder at any time when a Prospectus relating thereto prospectus is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes prospectus would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (giv) make available for inspection as expeditiously as possible use its best efforts to register or qualify the Registrable Securities covered by the Purchaser Registration Statement under the securities or Blue Sky laws of such states as the selling stockholders shall reasonably request, and do any attorney, accountant and all other acts and things that may be necessary or desirable to enable the selling stockholders to consummate the public sale or other agent retained disposition in such states of the Registrable Securities owned by the Purchaserselling stockholder; provided, all publicly availablehowever, non-confidential financial and other recordsthat the Company shall no be required in connection with this Section 3(a) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (b) If the Company has delivered preliminary or final prospectuses to the Holder and, pertinent corporate documents and properties after having done so, the prospectus is amended to comply with the requirements of the CompanySecurities Act, the Company shall promptly notify the Holder and, if requested, the Holder shall immediately cease making offers of Registrable Securities and cause return all prospectuses to the Company's officers. The Company shall promptly provide the Holder with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the Holder shall be free to resume making offers of the Registrable Securities.

Registration Procedures. If and whenever the Company is required by the provisions hereof pursuant to this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file as promptly as reasonably possible with the Commission a Registration Statement, on a form available to the Registration Statement Company, with respect to such Registrable Securities, respond as promptly as possible to any comments received from securities (which filing shall be made within 30 calendar days after the Commission, receipt by the Company of a Request Notice) and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide period of the distribution contemplated thereby (determined pursuant to the Purchaser copies of all filings and Commission letters of comment relating theretosubsection (g) below); (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the distribution period (determined pursuant to subsection (g) below) and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodStatement; (c) furnish to the Purchaser each Selling Holder and to each underwriter such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission) as the Purchaser such Persons may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by the such Registration Statement; (d) if applicable, use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser may Selling Holders or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request, provided, however, provided that the Company shall will not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not then required to so qualified qualify or to consent take any action which would subject it to general service of process in any such jurisdictionjurisdiction where it is not then so subject; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser each Selling Holder and each underwriter, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and as promptly as practicable amend or supplement the prospectus or take other appropriate action so that the prospectus does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; ; (f) in the case of an underwritten public offering, furnish upon request, (i) on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such Registration Statement, an opinion of counsel for the Company dated as of such date and addressed to the underwriters and to the Selling Holders, stating that such Registration Statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the Registration Statement, the related prospectus, and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations thereunder of the Commission (except that such counsel need express no opinion as to the financial statements, or any expertized schedule, report or information contained or incorporated therein) and (C) to such other effects as may reasonably be requested by counsel for the underwriters, and (ii) on the effective date of the Registration Statement and on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such Registration Statement, a letter dated such dates from the independent accountants retained by the Company, addressed to the underwriters and, if available, to the Selling Holders, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company and the schedules thereto that are included or incorporated by reference in the Registration Statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable requirements of the Securities Act and the published rules and regulations thereunder, and such letter shall additionally address such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) included in the Registration Statement in respect of which such letter is being given as the underwriters may reasonably request; (g) make available for inspection by one representative of the Purchaser Selling Holders, designated by a majority thereof, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such representative of the PurchaserSelling Holders or underwriter (the "Inspectors"), all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the CompanyCompany (collectively, the "Records"), and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any such Inspector in connection with such Registration Statement; provided, however, that with respect to any Records that are confidential, the attorney, accountant or agent Inspectors shall take such action as the Company may reasonably request in order to maintain the confidentiality of the PurchaserRecords. For purposes of subsections (a) and (b) above with respect to demand registration only, the period of distribution of Registrable Securities in a firm commitment underwritten public offering shall be deemed to extend until the earlier of (a) the date each underwriter has completed the distribution of all securities purchased by it or (b) the date 90 calendar days subsequent to the effective date of such Registration Statement, and the period of distribution of Registrable Securities in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Securities covered thereby or one year; (h) cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange on which similar securities issued by the Company are then listed; (i) use its commercially reasonable efforts to keep effective and maintain for the period specified in subsection (g) a registration, qualification, approval or listing obtained to cover the Registrable Securities as may be necessary for the Selling Holders to dispose thereof and shall from time to time amend or supplement any prospectus used in connection therewith to the extent necessary in order to comply with applicable law; (j) use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Selling Holders to consummate the disposition of such Registrable Securities; and (k) enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities. Each Selling Holder, upon receipt of notice from the Company of the happening of any event of the kind described in subsection (e) of this Section 2.3, shall forthwith discontinue disposition of the Registrable Securities until such Selling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 2.3 or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Selling Holder will, or will request the managing underwriter or underwriters, if any, to deliver to the Company (at the Company's expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice, the time periods mentioned in subsection (g) of this Section 2.3 shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each Selling Holder shall have received the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 2.3 hereof or the notice that they may resume use of the prospectus. In connection with each registration hereunder with respect to an underwritten public offering, the Company and each Selling Holder agrees to enter into a written agreement with the managing underwriter or underwriters selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between underwriters and companies of the Company's size and investment stature.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possiblewill use its best efforts to within 90 days after the date hereof: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the each Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the each Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the such Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the each Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the such Purchaser may reasonably request, ; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the each Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the each Purchaser and any attorney, accountant or other agent retained by the such Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the such Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, promptly respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

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

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possiblepractical: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible feasible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Investor such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Investor reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Investor’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Investor may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser Investor at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best commercially reasonable efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any national securities exchange or the National or SmallCap Market of The Nasdaq Stock Market, Inc. or the NASD OTC Bulletin Board or the National Quotation Bureau’s Pink Sheets on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If (a) The Company shall: (i) furnish to the Shareholders, without charge, at least one signed copy of the Registration Statement and whenever any post-effective amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including those incorporated by reference); (ii) deliver to the Shareholders, without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as they may reasonably request, but only while the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (biii) prepare and file prior to any public offering of Registrable Securities, register or qualify or cooperate with the Commission such amendments Shareholders and supplements to the Registration Statement and the Prospectus used their respective counsel in connection therewith as may be necessary to comply with the provisions registration or qualification of the Securities Act with respect to the disposition of all Registrable Securities covered by for offer and sale under the Registration Statement and to keep such Registration Statement effective until the expiration securities laws of the Effectiveness Period; various states (cthe "Blue Sky Laws") furnish and do any and all other acts or things reasonably necessary or advisable to effect the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale registration or disposition qualification of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify Statement in the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, various states; provided, however, that in no event shall the Company shall not for any such purpose be required obligated to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not so now qualified or to consent take any action which would subject it to general taxation or service of process in suits other than those arising out of the offer or sale of the securities covered by such Registration Statement in any such jurisdictionjurisdictions where it is not now so subject; (eiv) list cooperate with the Shareholders to prepare and deliver timely certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and issue the Registrable Securities covered by in the Registration Statement with denominations and register them in the names the Shareholders may request at least two (2) business days prior to any securities exchange on which the Common Stock sale of the Company is then listedRegistrable Securities; (fv) immediately notify the Purchaser at any time when use its best efforts to cause a Prospectus relating thereto is required Notification Form for Listing of Additional Shares to be delivered under filed with The Nasdaq Stock Market with respect to the Registrable Securities Act, of being registered or to cause similar required forms to be filed with the happening of any event of market on which similar securities issued by the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as are then in effect, includes an untrue statement of a material fact listed or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingtraded; and (gvi) make available for inspection by to the Purchaser Shareholders and any attorney, attorney or accountant or other agent retained by the Purchaser, Shareholders for inspection all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly availableinformation that the participating Shareholders, non-the Shareholders' representatives, attorneys or accountants may reasonably request in connection with the registration; provided, that such Persons shall keep confidential any records, information reasonably requested by or documents that the attorney, accountant Company designates as confidential unless a court or agent administrative agency requires the disclosure of the Purchaserrecords, information or documents. (b) Each of the Shareholders agrees to furnish the Company with any information regarding the Shareholders and the distribution of the Registrable Securities as the Company may from time to time reasonably request. (c) The Shareholders agree that, upon receipt of any notice from the Company of the happening of any of the following: (i) the SEC's issuance of any stop order denying or suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose, (ii) the Company's receipt of any stop order denying registration or suspending the qualification of the Registrable Securities for sale or the initiation or threatening of any proceeding for such purpose, or (iii) the happening of any event which makes any statement made in the Registration Statement, the Prospectus or any document incorporated by reference therein untrue or which requires any change in the Registration Statement, the Prospectus or any document incorporated by reference therein to make the statements not include an untrue statement of material fact or not omit any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, the Shareholders shall discontinue the disposition of Registrable Securities until the Shareholders receive a supplemented or amended Prospectus from the Company or until the Company advises the Shareholders in writing that the participating Shareholders may resume the use of the Prospectus, and have received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus. If the Company so directs, the Shareholders will deliver to the Company all copies, other than permanent file copies then in the Shareholders' possession, of the Prospectus covering the Registrable Securities at the time the Shareholders received the notice.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation or subject itself to taxation in any jurisdiction where it is not so qualified or subject or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Laurus copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser Laurus such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Laurus reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Laurus’ Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Laurus may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Laurus at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Laurus and any attorney, accountant or other agent retained by the PurchaserLaurus, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserLaurus.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any the Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement SEC a registration statement with respect to such Registrable Securitiessecurities, respond as promptly as possible respond to any comments received from the Commission, SEC and use its best efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect theretoperiod of the distribution contemplated thereby (determined as herein provided), and promptly provide to the Purchaser copies of all filings and Commission SEC letters of comment relating theretocomment; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement registration statement and to keep such Registration Statement registration statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities securities covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement such registration statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably requestPurchaser, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available on reasonable notice for inspection during normal business hours by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserPurchaser for the purpose of effecting the registration of the Registrable Securities pursuant to this Agreement.

Registration Procedures. (a) If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleshall: (ai) prepare and file with the Commission the SEC a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (bii) as expeditiously as possible prepare and file with the Commission such SEC any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by keep the Registration Statement and to keep such Registration Statement effective until for a period of not less than nine months from the expiration of the Effectiveness Periodeffective date; (ciii) as expeditiously as possible furnish to the Purchaser Holder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser Selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered owned by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately Selling Stockholder and promptly notify the Purchaser Selling Stockholder at any time when a Prospectus relating thereto prospectus is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes prospectus would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (giv) make available for inspection as expeditiously as possible use its best efforts to register or qualify the Registrable Securities covered by the Purchaser Registration Statement under the securities or Blue Sky laws of such states as the Selling Stockholders shall reasonably request, and do any attorney, accountant and all other acts and things that may be necessary or desirable to enable the Selling Stockholders to consummate the public sale or other agent retained disposition in such states of the Registrable Securities owned by the PurchaserSelling Stockholder; provided, all publicly availablehowever, non-confidential financial and other recordsthat the Company shall no be required in connection with this Section 3(a) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (b) If the Company has delivered preliminary or final prospectuses to the Selling Stockholder and, pertinent corporate documents and properties after having done so, the prospectus is amended to comply with the requirements of the CompanySecurities Act, the Company shall promptly notify the Selling Stockholder and, if requested, the Selling Stockholder shall immediately cease making offers of Registrable Securities and cause return all prospectuses to the Company's officers. The Company shall promptly provide the Selling Stockholder with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the Selling Stockholder shall be free to resume making offers of the Registrable Securities.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (cb) upon the effectiveness of the Registration Statement, furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (dc) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (ed) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (fe) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (gf) make available for inspection by the Purchaser Purchasers and any attorney, accountant or other agent retained by the PurchaserPurchasers, upon reasonable prior notice, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserPurchasers.

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

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

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide make available to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish make available to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. The Holder acknowledges that information provided pursuant to this section and elsewhere in this Agreement may constitute material, non-public information. While in possession of such information, the Holders, including their principals and affiliates, will not trade in the Company's securities or violate the securities laws of any jurisdiction, absent an exemption from applicable securities law. Additionally, the Holders agree to keep such information confidential and to provide such further confidentiality agreements as reasonably requested by the Company.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. (h) The Purchaser covenants and agrees that it will cooperate with the Company in all respects in connection with this Agreement, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser and proposed manner of sale of the Registrable Securities required to be disclosed in any Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities and entering into and performing its obligations under the Agreement and/or the Related Agreements, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering. Any delay or delays caused by the Purchaser, or by any other purchaser of securities of the Company having registration rights similar to those contained herein, by failure to cooperate as required hereunder shall not constitute a breach or default of the Company under this Agreement or Related Agreement. (i) With respect to any sale of Registrable Securities pursuant to a Registration Statement filed pursuant to this Agreement, the Purchaser hereby covenants with the Company (i) not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied and (ii) to notify the Company promptly upon disposition of all of the Registrable Securities. (j) Whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the 1933 Act, the Company shall (except as otherwise provided in this Agreement), subject to the assistance and cooperation as reasonably required of the Purchaser with respect to each Registration Statement: (i) provide Purchaser and its counsel a reasonable period, not to exceed five (5) Trading Days, to review the proposed Registration Statement or any amendment thereto, prior to filing with the SEC; and (ii) prior to the filing with the SEC of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Purchaser and reflect in such documents, such comments as the Purchaser (and its counsel), reasonably may propose respecting the Selling Shareholders and Plan of Distribution sections (or equivalents)

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Holders copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Holders such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Holders reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Holders' Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser Holders may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Holders at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Holders and any attorney, accountant or other agent retained by the PurchaserHolders, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserHolders.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Purchasers copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Purchasers such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Purchasers reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Purchasers’ Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Purchasers may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Purchasers at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Purchasers and any attorney, accountant or other agent retained by the PurchaserPurchasers, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserPurchasers.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, request provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

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

Registration Procedures. If and whenever When the Company is required by the provisions hereof this Agreement to effect the registration of any the Registrable Securities under the Securities Act, the Company willwill do each of the following, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such the Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect theretoPeriod, and promptly provide to the Purchaser Seller copies of all filings and Commission letters of comment relating thereto; (b) other than during a Black Out Period, prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser Seller such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Seller reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Seller’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Seller may reasonably request, provided, however, that the Company shall will not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Seller at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Seller and any attorney, accountant or other agent retained by the PurchaserSeller, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserSeller.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) on reasonable prior notice, make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each the preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable commercial efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list or have quoted the Registrable Securities covered by the such Registration Statement with any securities exchange or quotation service on which the Common Stock of the Company is then listedlisted or quoted; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

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

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: : (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; ; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; Period applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; ; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; ; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; ; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. 4.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Section 7.01 or 7.02 to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as reasonably possible: (a) prepare and file with the Commission the Registration Statement SEC a registration statement with respect to such Registrable Securitiessecurities as soon as reasonably practicable after delivery of the applicable notice, respond as promptly as possible to and in any comments received from the Commissionevent within thirty (30) days thereof, and use its reasonable best efforts to cause the Registration Statement such registration statement to become effective within ninety (90) days after delivery of such notice and remain effective for the Effectiveness Period with respect theretoperiod of the distribution contemplated thereby (determined as hereinafter provided); provided, however, that that Company's obligation to file a registration statement, or cause such registration statement to become and promptly provide remain effective, shall be suspended for a period not to exceed ninety (90) days in any twelve-month period if in the reasonable judgment of the Company's Board of Directors it would be detrimental to the Purchaser copies of all filings and Commission letters of comment relating theretoCompany to effect a registration at such time; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus used in connection therewith related prospectus as may be necessary to keep such registration statement effective for the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement in accordance with the Registration Statement sellers' intended method of disposition set forth in such registration statement for such period; provided, however, the holders hereby acknowledge that the Company may notify the holders of the suspension of the use of the prospectus forming a part of the registration statement until such time as an amendment to such registration statement has been filed by the Company and to keep such Registration Statement declared effective by the SEC or until the expiration Company has otherwise amended or supplemented such prospectus, and upon receipt of such notice the holders shall suspend the use of the Effectiveness Periodprospectus and shall not offer or sell any securities pursuant to said prospectus during the period commencing at the time at which the Company gives the holders notice of the suspension of the use of said prospectus and ending at the time the Company gives the holders notice that holders may thereafter effect sales pursuant to said prospectus. Notwithstanding anything herein to the contrary, the Company (i) shall not suspend use of the registration statement by holders unless such suspension is in the good faith opinion of the Company and its counsel advisable under the federal securities laws and the rules and regulations promulgated thereunder; and (ii) shall use its best efforts to amend to such registration statement or amend or supplement such prospectus as soon as practicable to again permit sales pursuant to said prospectus; (c) furnish to the Purchaser each seller of Registrable Securities and to each underwriter, if applicable, such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement such registration statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may sellers of Registrable Securities or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the immediately notify each seller of Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser and each underwriter, if applicable, under such registration statement, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (gf) make available if the offering is underwritten and at the request of any seller of Registrable Securities, use its best efforts to furnish on the date that Registrable Securities are delivered to the underwriters for inspection by sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Purchaser Company for the purposes of such registration, addressed to the underwriters and any attorneyto such seller, accountant or other agent in form and substance as is customarily given in an underwritten public offering; and (ii) a letter dated such date from the independent public accountants retained by the PurchaserCompany, all publicly availableaddressed to the underwriters and to such seller, non-confidential financial in form and other recordssubstance as is customarily given in an underwritten public offering. For purposes of Section 7.03(a) and (b), pertinent corporate documents and properties the period of distribution of Registrable Securities in any registration shall be deemed to extend until the earlier of the Company, sale of all Registrable Securities covered thereby and cause one hundred twenty (120) days after the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasereffective date thereof.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable commercial efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable commercial efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof of this Agreement to use its reasonable best efforts to effect the registration of any of the Registrable Securities Shares under the Securities Act, the Company will, as expeditiously as possibleshall: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its reasonable best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with keep the provisions Registration Statement effective, in the case of a firm commitment underwritten public offering, until each underwriter has completed the distribution of all securities purchased by it and, in the case of any other offering, until the earlier of the Securities Act with respect to the disposition sale of all Registrable Securities Shares covered by thereby or 180 days after the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Perioddate thereof; (c) as expeditiously as possible furnish to the Purchaser each selling Stockholder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered Shares owned by the Registration Statement;selling Stockholder; and (d) as expeditiously as possible use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Registration Statement under the securities or "blue sky" Blue Sky laws of such jurisdictions within the United States states as the Purchaser may selling Stockholder shall reasonably request, and do any and all other acts and things that may be necessary or desirable to enable the selling Stockholder to consummate the public sale or other disposition in such states of the Registrable Shares owned by the selling Stockholder; provided, however, that the Company shall not for any such purpose be required in connection with this paragraph (d) to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to execute a general consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of . If the Company has delivered preliminary or final prospectuses to the selling Stockholders and after having done so the prospectus is then listed; (f) immediately notify amended to comply with the Purchaser at any time when a Prospectus relating thereto is required to be delivered under requirements of the Securities Act, the Company shall promptly notify the selling Stockholders and, if requested, the selling Stockholder shall immediately cease making offers of Registrable Shares and return all prospectuses to the Company. The Company shall promptly provide each selling Stockholder with revised prospectuses and, following receipt of the happening revised prospectuses, the selling Stockholder shall be free to resume making offers of the Registrable Shares. If, after a registration statement becomes effective, the Company becomes engaged in any event activity which, in the good faith determination of the Company's Board of Directors, involves information that would have to be disclosed in the Registration Statement but which the Company has knowledge as a result of which desires to keep confidential for valid business reasons, then the Prospectus contained Company may at its option, by notice to such Stockholders, require that the Stockholders who have included Shares in such Registration StatementStatement cease sales of such Shares under such Registration Statement for a period not in excess of three months from the date of such notice, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required such right to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection exercised by the Purchaser Company not more than once in any 12-month period. If, in connection therewith, the Company considers it appropriate for such Registration Statement to be amended, the Company shall so amend such Registration Statement as promptly as practicable and such Stockholders shall suspend any attorney, accountant or other agent retained by further sales of their Shares until the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties Company advises them that such Registration Statement has been amended. The time periods referred to herein during which such Registration Statement must be kept effective shall be extended for an additional number of days equal to the Company, and cause number of days during which the Company's officers, directors and employees right to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasersell shares was suspended pursuant to this paragraph.

Registration Procedures. If and whenever In the case of such registration, qualification or compliance effected by the Company is required by pursuant to this Section 8, the provisions hereof to effect the registration Company will keep each holder of any Registrable Securities under participating therein advised in writing as to the Securities Actinitial filing of each registration, qualification and compliance and as to the completion thereof. At its expense, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect keep such registration, qualification or compliance pursuant to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain Sections 8.1 or 8.2 effective for a period of 180 days or until the Effectiveness Period with respect holders of Registrable Securities participating therein have completed the distribution described in the registration statement relating thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretowhichever occurs first; (b) prepare furnish such number of prospectuses and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith other documents incident thereto as may be necessary to comply with the provisions a holder of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and participating therein from time to keep such Registration Statement effective until the expiration of the Effectiveness Periodtime may reasonably request; (c) furnish to make available, upon reasonable notice and during business hours, for inspection by the Purchaser such number of copies managing underwriter all financial and other records, pertinent corporate documents, agreements and properties of the Registration Statement Company as shall be reasonably necessary to enable such managing underwriter to exercise its due diligence responsibilities, and cause the Prospectus included therein (including each preliminary Prospectus) as Company's officers, directors and employees to supply all information reasonably requested by such managing underwriter in connection with the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statementregistration; (d) use its commercially reasonable efforts to register or qualify during the Purchaser's Registrable Securities covered by period when the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto registration is required to be delivered under effective, notify the holders of the Registrable Securities Act, participating in the registration of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes the registration statement contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and the Company will forthwith prepare a supplement or amendment to such prospectus or take other appropriate action so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement or a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) cause such Registrable Securities included in light of the circumstances registration to be listed or authorized for trading on each securities exchange (including, for this purpose, the NASDAQ National Market System or NASDAQ SmallCap System) on which similar securities issued by the Company are then existingtraded; provided that the Company is eligible to do so under applicable listing requirements; and (gf) make available for inspection by the Purchaser otherwise use its best efforts to comply with all applicable rules and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties regulations of the Company, Securities and cause Exchange Commission (the Company's officers, directors "Commission") and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserterms and provisions of this Agreement.

Registration Procedures. If and whenever a Holder has requested that any Registrable Securities be registered pursuant to this Agreement under Article I, and subject to the limitations set forth in this Agreement, the Company is required by the provisions hereof will use its commercially reasonable efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the Securities Actintended method of disposition thereof, and pursuant thereto the Company will, as expeditiously as possible: (a) if the Registration Statement is not automatically effective upon filing, use commercially reasonable efforts to cause such Registration Statement to become effective; (b) notify such Holder, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed; (c) after the Registration Statement becomes effective, notify such Holder of any request by the SEC that the Company amend or supplement such Registration Statement or Prospectus; (d) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the any Prospectus used in connection therewith as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and for the period required to keep such Registration Statement effective until effect the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition distribution of the Registrable Securities covered by the Registration Statementas set forth in Article I hereof; (de) to the extent necessary to properly sell any Registrable Securities, furnish to such Holder such numbers of copies of a Prospectus, including a preliminary Prospectus, as required by the Securities Act, and such other documents as such Holder may reasonably request in order to facilitate its disposition of its Registrable Securities; (f) use its commercially reasonable efforts to register or and qualify the Purchaser's Registrable Securities covered by the Registration Statement under the such other securities or "blue sky" laws sky Laws of such jurisdictions within the United States as the Purchaser may shall be reasonably request, requested by such Holder; provided, however, that the Company shall not for any such purpose be required in connection therewith or as a condition thereto to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not so qualified or to file a general consent to general service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, or subject itself to taxation in any such jurisdiction, unless the Company is already subject to taxation in such jurisdiction; (eg) list the use its commercially reasonable efforts to cause all such Registrable Securities covered to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar equity securities issued by the Registration Statement with any securities exchange on which the Common Stock of the Company is are then listed; (fh) immediately provide a transfer agent and registrar for the Registrable Securities and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of the Registration Statement; (i) use its commercially reasonable efforts to furnish, on the date that shares of Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (j) if requested by such Holder, cooperate with such Holder and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable Law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as such Holder or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such Registration Statement a supply of such certificates; (k) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by the Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (l) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by such Holder, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney or accountant or other agent retained by any such underwriter or selected by such Holder, all financial and other records, pertinent corporate documents, and properties of the Company (collectively, “Records”), and use commercially reasonable efforts to cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by such Holder, an underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies such Holder are confidential shall not be disclosed by such Holder unless the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by applicable Law. Such Holder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates (other than with respect to such Holder’s due diligence) unless and until such information is made generally available to the public, and further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (m) in the event of the issuance of any stop order suspending the effectiveness of such Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (n) promptly notify the Purchaser such Holder at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained included in such the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus, or a revised Prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingunder which they were made (following receipt of any supplement or amendment to any Prospectus, such Holder shall deliver such amended, supplemental or revised Prospectus in connection with any offers or sales of Registrable Securities, and shall not deliver or use any Prospectus not so supplemented, amended or revised); and (go) make available for inspection by take all such other actions as are reasonably necessary in order to facilitate the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties disposition of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasersuch Registrable Securities.

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

Registration Procedures. If and whenever Whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly upon request provide to the Purchaser Holders copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish Period applicable to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (dc) use its commercially reasonable efforts to register or qualify the Purchaser's Holder’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Holder may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (ed) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed;listed (if applicable); and (fe) immediately notify the Purchaser Holders at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If The Company shall have no obligation to file a Shelf Registration Statement pursuant to Section 1.1 hereof, nor to include Registrable Securities in a registration statement pursuant to Section 1.2 hereof, unless and whenever until the Purchaser shall have furnished the Company with all information and statements about or pertaining to the Selling Holder in such reasonable detail and on such timely basis as is reasonably requested by the Company in connection with the preparation of such registration statement; provided, however, that any such information shall be given or made by a Selling Holder without representation or warranty of any kind whatsoever, except with respect to the identity of such Selling Holder, such Selling Holder's Registrable Securities and such Selling Holder's intended method of distribution or any other representation required by applicable law. In connection with the provisions hereof to effect the registration filing of any Registrable Securities under the Securities Actregistration statement hereunder, the Company willshall use commercially reasonable efforts, as expeditiously as possible, to: (a) prepare and file with the Commission SEC, as soon as practicable, subject to the Registration Statement timeframes otherwise required hereunder, a registration statement with respect to such the Registrable Securities, respond as promptly as possible Securities to any comments received from the Commission, be registered and use its best commercially reasonable efforts to cause the Registration Statement such registration statement to become effective as soon as practicable and remain effective otherwise as provided herein. Notwithstanding the foregoing, before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish counsel for the Effectiveness Period Purchaser with respect thereto, and promptly provide to the Purchaser copies of all filings such documents proposed to be filed and Commission letters of comment relating theretoshall make such changes reasonably requested by the Purchaser or its counsel in writing; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith with respect to the Registrable Securities requested by the Purchaser to be registered as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of registration statement during the Effectiveness Period; (c) furnish to the Purchaser and each Selling Holder such number of conformed copies of such registration statement, each amendment and supplement thereto (including all exhibits), the Registration Statement and the Prospectus prospectus included therein in such registration statement (including each preliminary Prospectus) prospectus and any summary prospectus), any other prospectus filed under the Act, and such other documents as the Purchaser or such Selling Holder may reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statementrequest; (d) use its commercially reasonable efforts to register or qualify the Purchaser's all Registrable Securities covered by the Registration Statement such registration statement under the securities or "blue sky" sky laws of such jurisdictions within the United States states as the Purchaser requests in writing (and to maintain such registrations and qualifications effective during the Effectiveness Period) and to do any and all other acts and things which may reasonably request, provided, however, be reasonable or advisable to enable the Selling Holders to consummate the disposition in such jurisdictions of such shares; provided that the Company shall will not for any such purpose be required to (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified be required but for this Section 1.3(d), (ii) subject itself to taxation in any such jurisdiction, or to (iii) file any general consent to general service of process in any such jurisdiction; (e) list in any underwritten offering, if reasonable and customary in the context of such offering, use commercially reasonable efforts to furnish to the Selling Holders a signed counterpart, addressed to the Selling Holders of Registrable Securities covered Securities, of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement or the date of the closing under the underwriting agreement in the form negotiated by the Registration underwriters, and (ii) a "comfort" or procedures letter in the form negotiated by the underwriters dated such dates(s) as the letter(s) delivered to the underwriters, signed by the independent public accountants who have certified the Company's financial statements included in such registration statement, in accordance with the provisions of Statement on Auditing Standards ("SAS") No. 72, as amended by SAS 76 and SAS 86 (and any successor supplementing statements), in each case, covering substantially the same matters with any securities exchange on which respect to such registration statement and the Common Stock prospectus included therein (and, in the case of the Company is then listedaccountants' letter, with respect to events subsequent to the date of such financial statements), as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to the underwriters in underwritten public offerings of securities, and in the case of the accountants' letter, such other financial matters as such underwriters may reasonably request; (f) immediately promptly notify the Purchaser Selling Holders, at any time when during which a Prospectus prospectus relating thereto is required to be delivered under the Securities ActAct within the period that the Company is required to keep a registration statement effective with respect to such shares being registered, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, and, except during a Suspension Period, promptly prepare a supplement or amendment to such prospectus and deliver it to the Selling Holders, so that, as thereafter delivered to the Selling Holders, such prospectus will not contain an untrue statement of a material fact or omit to state any fact required to be stated therein or necessary to make the circumstances then existing; andstatements therein not misleading; (g) use commercially reasonable efforts to cause all Registrable Securities covered by such registration statement to be listed and remain listed for a period of at least three years from the date of this Agreement on the securities exchanges or interdealer quotation systems (including the NASDAQ National Market), if any, on which similar securities issued by the Company are then listed; (h) comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder; (i) provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement, and enter into such customary agreements, and take all such other actions as the Purchaser reasonably requests (and subject to the reasonable approval of the Purchaser) in order to expedite or facilitate the disposition of such shares; (j) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement covering, or the lifting of any suspension of the qualification (or exemption from qualification) of, any of the Registrable Securities for sale in any jurisdiction, as promptly as practicable; (k) make reasonably available for inspection by the Purchaser Purchaser, in each case, participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained by the Purchaser, or by any such underwriter, all publicly available, non-confidential relevant financial and other records, pertinent corporate documents documents, and properties (other than confidential intellectual property) of the Company, Company and to use commercially reasonable efforts to cause the Company's officers, directors directors, employees and employees independent accountants to supply all publicly available, non-confidential information reasonably requested by such persons in connection with such registration statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information (and the fact of, and the actual, notice under Section 1.1 that a registration statement will not be filed or that resales will be suspended) shall be kept confidential by the Purchaser and by any attorney, accountant or agent participating in any distribution pursuant to such registration statement, unless such disclosure is required to be made in connection with a court proceeding or, in the written opinion of legal counsel acceptable to the Company, required by law (provided, in each case, that the Company is given prompt notice of such requirement and the disclosing party assists the Company to obtain a protective order against such disclosure), or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality, in each case, without violation of the Purchaser.confidentiality obligations of the Purchaser under this Agreement; and (l) cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc.

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

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Section 1 of this Agreement to use its reasonable best efforts to effect the registration of any of the Registrable Securities Shares under the Securities Act, the Company will, as expeditiously as possibleshall: (a) a. prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its reasonable best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) b. as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with keep the provisions Registration Statement effective, in the case of a firm commitment underwritten public offering, until each underwriter has completed the distribution of all securities purchased by it but not more than one year after the effective date and, in the case of any other offering, until the earlier of the Securities Act with respect to the disposition sale of all Registrable Securities Shares covered by thereby or one year after the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Perioddate thereof; (c) c. as expeditiously as possible furnish to the Purchaser each Selling Shareholder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser Selling Shareholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered Shares owned by the Registration Statement;selling Shareholder; and (d) d. as expeditiously as possible use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Registration Statement under the securities or "blue sky" sky laws of such jurisdictions within the United States states as the Purchaser may Selling Shareholders shall reasonably request, provided, however, and do any and all other acts and things that may be necessary or desirable to enable the Selling Shareholders to consummate the public sale or other disposition in such states of the Registrable Shares owned by the selling Shareholder. If the Company shall not for any such purpose be required has delivered preliminary or final prospectuses to qualify generally the Selling Shareholders and after having done so the prospectus is amended to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service comply with the requirements of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result shall promptly notify the Selling Shareholders and, if requested, the Selling Shareholders shall immediately cease making offers of which Registrable Shares and return all prospectuses to the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause Company at the Company's officerssole cost and expense. The Company shall promptly provide the Selling Shareholders with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the Selling Shareholders shall be free to resume making offers of the Registrable Shares.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Purchasers copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Purchasers such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Purchasers reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Purchasers' Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser Purchasers may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange Trading Market on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Purchasers at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Purchasers and any attorney, accountant or other agent retained by the PurchaserPurchasers, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorneyattorneys, accountant accountants or agent agents of the PurchaserPurchasers.

Registration Procedures. If and whenever In the case of each registration effected by the Company is required by the provisions hereof pursuant to effect the registration of any Registrable Securities under the Securities Actthis Article 2, the Company willshall keep each holder of Registrable Securities advised in writing as to the initiation of such registration and as to the completion thereof. At its expense, as expeditiously as possiblethe Company shall use its reasonable efforts to: (a) prepare and file with cause such registration to be declared effective by the Commission and, in the Registration Statement with respect to case of a Demand Registration, maintain such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain registration effective for a period of 180 days or until the Effectiveness Period with respect holders of Registrable Securities included therein have completed the distribution described in the registration statement relating thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretowhichever first occurs; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith with such registration statement (including post-effective amendments) as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Periodregistration statement; (c) furnish to the Purchaser such number of copies obtain appropriate qualifications of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement such registration under the state securities or "blue sky" laws of in such jurisdictions within as may be requested by the United States as the Purchaser may reasonably requestholders of Registrable Securities; PROVIDED, provided, howeverHOWEVER, that the Company shall not for any such purpose be required to qualify generally to transact business as file a foreign corporation in any jurisdiction where it is not so qualified or to general consent to general service of process in any jurisdiction in which it is not otherwise subject to service in order to obtain any such jurisdictionqualification; (d) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to a prospectus, as a holder of Registrable Securities from time to time may reasonably request; (e) list the notify each holder of Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser such registration statement, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such holder, prepare and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing; (f) cause all Registrable Securities covered by such registration to be listed on each securities exchange or inter-dealer quotation system on which similar securities issued by the Company are then listed; (g) provide a transfer agent and registrar for all Registrable Securities covered by such registration and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (h) otherwise comply with all applicable rules and regulations of the Commission and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than 18 months, beginning with the first month after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and (gi) make available for inspection by in connection with any underwritten Demand Registration, the Purchaser Company shall enter into an underwriting agreement reasonably satisfactory to the initiating holders containing customary underwriting provisions, including indemnification and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasercontribution provisions.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable commercial efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Shareholders such reasonable number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably such Shareholders may request in order to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange Trading Market on which the Common Stock of the Company is then listed; (e) use its commercially reasonable efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as such Shareholders may reasonably request; PROVIDED, HOWEVER, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to subject itself to taxation in connection with any such registration or qualification of such Registrable Securities; (f) immediately notify the Purchaser Shareholders at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by prepare and promptly file with the Purchaser Commission and any attorney, accountant or other agent retained by promptly notify the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties Shareholders of the Companyfiling of such amendments or supplements to such Registration Statement or Prospectus as may be necessary to correct any statements or omissions if, and cause at the Company's officerstime when a Prospectus relating to such Registrable Securities is required to be delivered under the Securities Act, directors and employees any event has occurred as the result of which any such Prospectus or any other Prospectus then in effect may include an untrue statement of a material fact or omit to supply all publicly availablestate any material fact required to be stated therein or necessary to make the statements therein, non-confidential information reasonably requested by the attorney, accountant or agent in light of the Purchasercircumstances under which they were made, not misleading.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleby the Filing Date: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock Ordinary Shares of the Company is are then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event event, of which the Company has knowledge knowledge, as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all relevant publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the CompanyCompany as is customary for due diligence examinations in connection with public offerings, and cause the Company's ’s officers, directors and employees to supply all such relevant publicly available, available non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

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

Registration Procedures. If and whenever In connection with the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities ActRequired Registration, the Company will, as expeditiously as possible: (a) prior to the filing of the Registration Statement with the Commission, furnish to each holder of Registrable Securities, and their respective counsel, such number of copies of such Registration Statement, each amendment and supplement thereto, the prospectus included in such Registration Statement (including each preliminary prospectus) and such other documents (including all exhibits to be filed with such Registration Statement) as such holder may reasonably request and to use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such reasonable comments as the holders of Registrable Securities or their counsel shall propose; (b) notify each holder of Registrable Securities (i) when the Shelf Registration Statement and any amendments thereto have been filed with the Commission and (ii) if the Commission elects to review such Shelf Registration Statement; (c) notify each holder of Registrable Securities of the effectiveness of the Registration Statement and prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Exchange Commission such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until during the expiration of the Effectiveness Effective Period; (cd) furnish to the Purchaser each seller of Registrable Securities such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in such Registration Statement and the Prospectus included therein (including each preliminary Prospectusprospectus) and such other documents as the Purchaser such seller may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdictionseller; (e) list include information regarding the holders of Registrable Securities covered and the lawful methods of distribution they have elected for their Registrable Securities provided to the Company in writing as necessary to permit such distribution by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listedmethods specified by such holders; (f) immediately notify the Purchaser each seller of Registrable Securities, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities ActAct of 1933, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such the Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances under which they were made, not misleading, and promptly prepare a supplement or amendment to such prospectus and, subject to clause (a) above, file any other required document so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each notice given pursuant to this subsection (f) shall be accompanied by an instruction to suspend the use of the prospectus included in the Registration Statement until the Company shall have remedied the basis for such suspension. The Company will promptly notify the holders of Registrable Securities after it has determined in good faith that sales of Registrable Securities have become permissible and will promptly deliver copies of the Registration Statement and the prospectus (as so amended or supplemented, if applicable) to holders of Registrable Securities in accordance with subsection (d) above; (g) notify each holder of Registrable Securities of any written request by the Commission for any amendment or supplement to the Registration Statement or the prospectus included in the Registration Statement or for additional information related to any such amendment or supplement or the receipt by the Company of written notice from the Commission of the institution or threatening of any proceeding for that purpose; (h) notify each holder of Registrable Securities of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or suspending or preventing the use of any related offering document or the receipt by the Company of notice from the Commission of the institution or threatening of any proceeding for such purpose and, if issued, to use best efforts to obtain as soon as possible the withdrawal thereof; (i) notify each holder of Registrable Securities of the receipt by the Company of any written notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction, or the receipt by the Company of written notice from the applicable governmental authority of the institution or threatening of any proceeding for such purpose and, if issued, to use best efforts to obtain as soon as possible the withdrawal thereof; (j) use its best efforts to cause all such Registrable Securities to be listed on the Nasdaq National Market or other stock exchange or trading or quotation system on which the Common Stock then existingtrades or is quoted; (k) otherwise use best efforts to comply with the rules and regulations of the Commission and any such stock exchange or trading or quotation system contemplated by clause (i) above; (l) use best efforts to register or qualify the Registrable Securities for sale under the laws of any state in the United States of America as any seller of Registrable Securities shall reasonably request in writing and take such actions as may be reasonably necessary or advisable to enable such seller to consummate the disposition in such state of Registrable Securities owned by such seller; and (gm) make available for inspection cooperate with the holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement free of any restrictive legend and registered in such names as the holders of Registrable Securities may reasonably request in connection with the sale of Registrable Securities. If the Company shall give any such notice to suspend the disposition of Registrable Securities pursuant to the Registration Statement, the Effective Period shall automatically be extended by the Purchaser number of days during the period from and any attorney, accountant or other agent retained by including the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties date of the Company, giving of such notice to and cause including the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by date when the attorney, accountant or agent holders of Registrable Securities shall have received copies of the Purchasersupplemented or amended prospectus necessary to resume such dispositions or they otherwise receive notice from the Company that a suspension is no longer in effect. The Company’s transfer agent and registrar is American Stock Transfer & Trust Company and the CUSIP number for its common stock is ▇▇▇▇▇▇▇▇▇.

Registration Procedures. If and whenever In the case of such registration, qualification or compliance effected by the Company is required by pursuant to this Section 8, the provisions hereof to effect the registration Company will keep each holder of any Registrable Securities under participating therein advised in writing as to the Securities Actinitial filing of each registration, qualification and compliance and as to the completion thereof. At its expense, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect keep such registration, qualification or compliance pursuant to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain Sections 8.1 or 8.2 effective for a period of 180 days or until the Effectiveness Period with respect holders of Registrable Securities participating therein have completed the distribution described in the registration statement relating thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretowhichever occurs first; (b) prepare furnish such number of prospectuses and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith other documents incident thereto as may be necessary to comply with the provisions a holder of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and participating therein from time to keep such Registration Statement effective until the expiration of the Effectiveness Periodtime may reasonably request; (c) furnish to make available, upon reasonable notice and during business hours, for inspection by the Purchaser such number of copies managing underwriter all financial and other records, pertinent corporate documents, agreements and properties of the Registration Statement Company as shall be reasonably necessary to enable such managing underwriter to exercise its due diligence responsibilities, and cause the Prospectus included therein (including each preliminary Prospectus) as Company's officers, directors and employees to supply all information reasonably requested by such managing underwriter in connection with the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statementregistration; (d) use its commercially reasonable efforts to register or qualify during the Purchaser's Registrable Securities covered by period when the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto registration is required to be delivered under effective, notify the holders of the Registrable Securities Act, participating in the registration of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes the registration statement contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and the Company will forthwith prepare a supplement or amendment to such prospectus or take other appropriate action so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement or a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) cause such Registrable Securities included in light of the circumstances registration to be listed or authorized for trading on each securities exchange (including, for this purpose, the NASDAQ National Market System or NASDAQ SmallCap System) on which similar securities issued by the Company are then existingtraded; provided that the Company is eligible to do so under applicable listing requirements; and (gf) make available for inspection by the Purchaser otherwise use its best efforts to comply with all applicable rules and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties regulations of the Company, Securities and cause Exchange Commission (the Company's officers, directors "Commission") and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.terms and provisions of this Agreement. 12

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its best efforts to list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities Shares under the Securities Act, the Company will, as expeditiously as possibleshall: (a) prepare and file File with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its reasonable best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) As expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with keep the provisions Registration Statement effective, in the case of a firm commitment underwritten public offering, until each underwriter has completed the distribution of all securities purchased by it and, in the case of any other offering, until the earlier of the Securities Act with respect to the disposition sale of all Registrable Securities Shares covered by thereby or 120 days after the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Perioddate thereof; (c) As expeditiously as possible furnish to the Purchaser such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered Shares owned by the Registration Statement;Purchaser; and (d) As expeditiously as possible use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Registration Statement under the securities or "blue sky" Blue Sky laws of such jurisdictions within the United States states as the Purchaser may shall reasonably request, providedand do any and all other acts and things that may be necessary or desirable to enable the Purchaser to consummate the public sale or other disposition in such states of the Registrable Shares owned by the Purchaser; PROVIDED, howeverHOWEVER, that the Company shall not for any such purpose be required in connection with this paragraph (d) to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to execute a general consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of . If the Company is then listed; (f) immediately notify has delivered preliminary or final prospectuses to the Purchaser at any time when a Prospectus relating thereto and after having done so the prospectus is required amended to be delivered under comply with the requirements of the Securities Act, the Company shall promptly notify the Purchaser and, if requested, the Purchaser shall immediately cease making offers of Registrable Shares and return all prospectuses then in their possession to the Company. The Company shall promptly provide the Purchaser with revised prospectuses and, following receipt of the happening revised prospectuses, the Purchaser shall be free to resume making offers of the Registrable Shares. Notwithstanding the foregoing, the Purchaser shall cease making offers or sales pursuant to a Registration Statement during any event of period (not to exceed 90 days) in which the Company has knowledge as a result of which the Prospectus contained in such Registration Statementdetermines, as then in effect, includes an untrue statement of a material fact or omits by notice to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, that it is in possession of material non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserpublic information.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Sections 2.1 or 2.2 to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such a Registration Statement to become and remain effective for a period of two (2) years from the Effectiveness Period Effective Date; provided, however, that any Registration Statement filed pursuant to Section 2.2 may be kept effective for such lesser period of time until which all Registrable Securities included thereunder are freely saleable (without restriction, except with respect thereto, and promptly provide regard to Registrable Securities held by persons deemed to be “affiliates” of the Purchaser copies Company) or have been disposed of pursuant to a registration statement or all filings and Commission letters of comment relating theretotransfer restrictions or legends have otherwise been removed; (b) prepare and file with the Commission SEC such amendments to such Registration Statement and supplements to the Registration Statement and the Prospectus used in connection therewith prospectus contained therein as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until for the expiration period of the Effectiveness Periodtime described in paragraph (a) above; (c) furnish to the Purchaser Holders participating in such registration such reasonable number of copies of the such Registration Statement Statement, preliminary prospectus, final prospectus and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser such underwriters or selling shareholders may reasonably may request in order to facilitate the public sale or disposition offering of the Registrable Securities covered by the Registration Statementsuch securities; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities securities covered by the Registration Statement under the such state securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser such participating Holders may reasonably requestrequest in writing within twenty (20) days following the original filing of such Registration Statement, provided, however, except that the Company shall not for any such purpose be required to execute a general consent to service of process or to qualify generally to transact do business as a foreign corporation in any jurisdiction where wherein it is not so qualified or to consent to general service of process in any such jurisdictionqualified; (e) list in the Registrable Securities covered by event that a registration involves an underwritten offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the Registration Statement with any securities exchange on which the Common Stock of the Company is then listedmanaging underwriter or such offering; (f) immediately notify the Purchaser Holders participating in such registration, promptly, and in no event later than two (2) business days after, the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed; (g) notify such Holders promptly of any request by the SEC for the amending or supplementing the Registration Statement or prospectus or for additional information; (h) notify such Holders promptly of the Company’s reasonable determination that a post-effective amendment to a Registration Statement or prospectus would be appropriate; (i) prepare and file with the SEC, promptly upon the request of any such Holders, any amendments or supplements to the Registration Statement or prospectus which, in the opinion of counsel for such Holders (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the Registrable Securities; (j) prepare and promptly file with the SEC and promptly notify such Holders of the filing of such amendment or supplement to the Registration Statement or prospectus as may be necessary to correct any statements or omissions if, at any the time when a Prospectus prospectus relating thereto to such securities is required to be delivered under the Securities Act, of the happening of any event of which shall have occurred as the Company has knowledge as a result of which the Prospectus contained in any such Registration Statement, prospectus or any other prospectus as then in effect, includes effect would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances in which they were made, not misleading; (k) advise such Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (l) [Reserved]; (m) [Reserved]; (n) to the extent the Registration Statement is not filed on Form S-3, convert such Registration Statement to Form S-3 as soon as reasonably practicable following the Company becoming eligible to register securities on Form S-3; (o) if the Common Stock is then existinglisted on a national securities exchange, cause the Registrable Securities to be listed on such exchange, or if reported on Nasdaq, to be reported on Nasdaq; (p) provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Registration Statement in which Registrable Securities are included; and (gq) make available for inspection by the Purchaser comply with all applicable rules and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties regulations of the Company, and cause the Company's officers, directors and employees to supply SEC in all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasermaterial respects.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish or make available to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorneyattorneys, accountant accountants or agent agents of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Rights Agreement 4 Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. In connection with the Company's obligations under this Agreement, each Holder shall furnish to the Company such information regarding such Holder and the distribution and/or sale proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any Registration Statement to be filed pursuant to this Agreement.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Section 7 or 8 to effect the registration of any Registrable Securities the Shares under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commissionsecurities, and use its best efforts to cause the such Registration Statement to become and remain effective for such period as may be reasonably necessary to effect the Effectiveness Period with respect theretosale of such securities, and promptly provide not to the Purchaser copies of all filings and Commission letters of comment relating theretoexceed nine months; (b) prepare and file with the Commission such amendments to such Registration Statement and supplements to the Registration Statement and the Prospectus used in connection therewith prospectus contained therein as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until for such period as may be reasonably necessary to effect the expiration sale of such Shares, not to exceed nine months; provided, however, that in the event any amendment or supplement to a Registration Statement is required to be filed pursuant to paragraph (g) of this Section 9, and such filing results in the suspension of the Effectiveness Periodeffectiveness of such Registration Statement, such nine month period shall be extended by the period during which the effectiveness of such Registration Statement has been suspended; (c) furnish to the Purchaser Holder participating in such registration and to the underwriters of the securities being registered such reasonable number of copies of the Registration Statement Statement, preliminary prospectus, final prospectus and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser such underwriters may reasonably may request in order to facilitate the public sale or disposition offering of the Registrable Securities covered by the Registration Statementsuch securities; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities securities covered by the such Registration Statement under the state securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser Holder may reasonably requestrequest within 20 days following the original filing of such Registration Statement, provided, however, except that the Company shall not for any such purpose be required to execute a general consent to service of process or to qualify generally to transact do business as a foreign corporation in any jurisdiction where wherein it is not so qualified or to consent to general service of process in any such jurisdictionqualified; (e) list notify the Registrable Securities covered by Holder promptly after it shall receive notice thereof, of the time when such Registration Statement with has become effective or a supplement to any securities exchange on which the Common Stock prospectus forming a part of the Company is then listedsuch registration statement has been filed; (f) immediately notify the Purchaser Holder promptly of any request by the Commission for the amending or supplementing of such Registration Statement or prospectus or for additional information; (g) prepare and promptly file with the Commission and promptly notify the Holder of the filing of such amendment or supplement to such Registration Statement or prospectus as may be necessary to correct any statements or omissions if, at any the time when a Prospectus prospectus relating thereto to such securities is required to be delivered under the Securities Act, of the happening of any event of which shall have occurred as the Company has knowledge as a result of which the Prospectus contained in any such Registration Statement, prospectus or any other prospectus as then in effect, includes effect would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existingin which they were made, not misleading; (h) advise the Holder promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; and (gi) make available for inspection by furnish on the Purchaser effective date of the Registration Statement to the Holder and any attorneyunderwriters, accountant or other agent retained by at the Purchaserclosing provided for in the underwriting agreement, all publicly available, non-confidential financial an opinion of counsel for the Company and other records, pertinent corporate documents and properties of a letter from the independent certified public accountants for the Company, in form and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasersubstance customary for similar offerings.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Section with respect to the Registrable Securities of Purchaser that Purchaser shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Purchaser’s Registrable Securities.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) 53.1 prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become be declared effective by the Commission and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) 53.2 prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) 53.3 furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) 53.4 use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) 53.5 list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) 53.6 immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; andand Page(s) ------- (g) 53.7 make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. 53.8 The Purchaser represents and warrants that it is an "accredited investor", as defined under Rule 501(a) of Regulation D of the Securities Act.

Registration Procedures. If and whenever In connection with the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities ActShelf Registration ----------------------- Statement, the Company willshall, as expeditiously soon as possiblepracticable: (a) prepare (and afford counsel for the selling holders reasonable opportunity to review and comment thereon) and file with the Commission the Shelf Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement it to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide period referred to the Purchaser copies of all filings and Commission letters of comment relating theretoin Section 4(b); (b) prepare (and afford counsel for the selling holders reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to the Shelf Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to keep it effective for the period referred to in Section 4(b) and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Registerable Securities covered by the Shelf Registration Statement and to keep such in accordance with the sellers' intended method of disposition (i.e., underwritten or not underwritten) set forth in the Shelf Registration Statement effective until the expiration of the Effectiveness PeriodStatement; (c) furnish to the Purchaser each seller and to each underwriter such number of copies of the Shelf Registration Statement and the Prospectus prospectus included therein (including each any preliminary Prospectusprospectus) as the Purchaser such persons may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by the Registration StatementRegisterable Securities; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Registerable Securities covered by the Registration Statement under the securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser may sellers of Registerable Securities or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request, provided, however, request (provided that the Company shall not for any such purpose be required to (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction or to (iii) consent to general service of process in any such jurisdiction); (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser each seller and each underwriter, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such the Shelf Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (f) use its best efforts (if the offering is underwritten) to furnish, at the request of any seller or underwriter, on the date that Registerable Securities are delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller (if requested by a seller), stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the Shelf Registration Statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (C) to such other effects as may reasonably be requested by counsel for the sellers or the underwriters, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the sellers and the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the Shelf Registration Statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters with respect to the registration in respect of which such letter is being given as such underwriters or seller may reasonably request; and (g) make available for inspection by each seller, any underwriter participating in any distribution pursuant to the Purchaser Shelf Registration Statement, and any attorney, accountant or other agent retained by the Purchasersuch seller or underwriter, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the any such seller, underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement. (h) (i) cause all the Registerable Securities covered by the Shelf Registration Statement to be listed on each national securities exchange on which securities of the Purchasersame class or series issued by the Company are then listed, if any, if the listing of such Registerable Securities is then permitted under the rules of such exchange, or (ii) to the extent the securities of the same class or series are not then listed on a national securities exchange, secure the designation and quotation of all Registerable Securities covered by the Shelf Registration Statement on the Nasdaq National Market. If the offering contemplated by the Shelf Registration Statement is an underwritten public offering, the Company shall enter into a written agreement with the managing underwriter in such form and containing such provisions as are customary in the securities business for such an arrangement between major underwriters and companies of the Company's size and investment stature; provided, however, that such agreement shall not contain any such provision applicable to the Company which is inconsistent with the provisions hereof. Each selling holder of Registerable Securities participating in an underwritten public offering shall also enter into and perform its obligations under such an agreement. Following the effectiveness of the Shelf Registration Statement, the Company may, at any time, suspend the effectiveness of such registration for up to 30 days (a "Suspension Period"), by giving written notice to the holders of Registerable Securities, if the Company shall have reasonably determined that the Company may be required to disclose any corporate development which disclosure may have a material adverse effect on the business, assets, properties or financial condition of the Company; provided, however, that the Company may not invoke more than two Suspension Periods in any 12-month period). The Company shall use its best efforts to limit the duration and number of any Suspension Periods. Each holder of Registerable Securities shall, on receipt of any notice from the Company of a Suspension Period, discontinue disposition of the Registerable Securities pursuant to the Shelf Registration Statement, prospectus contained therein, or any amendment or supplement thereof until such holder (i) is notified in writing by the Company that the use of the applicable prospectus may be resumed, (ii) has received copies of a supplemental or amended prospectus, if applicable, or (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the The Registration Statement with respect shall be filed pursuant to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and procedures set forth below: The Buyer shall use its best efforts to cause the Initial Registration Statement to be filed and to become effective as soon as possible after it is filed, and remain continuously effective, until the earlier of (i) all of the Registrable Securities covered by such Registration Statement have been sold in accordance with the intended methods of disposition of the sellers set forth in such Registration Statement and (ii) 270 days after such Registration Statement has been declared effective provided, that if for any portion of such period the Effectiveness Period with respect theretoRegistration Statement is not effective, then such requirement for maintaining the effectiveness of the Registration Statement shall be extended by the length of such interruption(s), and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) Buyer shall prepare and file with the Commission SEC such amendments to the Initial Registration Statement and supplements to the Registration Statement and the Prospectus used in connection therewith prospectus contained therein as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until and such Registration Statement and prospectus accurate and complete during such period and provided, further, that the expiration Buyer shall allow one (1) legal counsel of the Effectiveness Period; (c) Seller's Agent the opportunity to review and comment on the Registration Statement prior the filing thereof; The Buyer shall notify the sellers participating in each registration which registered Registrable Securities, promptly after it shall receive notice thereof, of the date and time when each such Registration Statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; The Buyer shall furnish to the Purchaser sellers participating in such registration such reasonable number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) prospectus and such other documents as the Purchaser sellers may reasonably may request in order to facilitate the public sale or disposition offering of the Registrable Securities covered by the Registration Statement; (d) Securities; The Buyer shall use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the such state securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser sellers participating in such registration may reasonably request, provided, however, that the Company Buyer shall not for be obligated to file any such purpose be required general consent to service of process or to qualify generally to transact business as a foreign corporation in any jurisdiction where in which it is not so qualified or to consent subject itself to general service of process taxation in connection with any such jurisdiction; registration or qualification of such securities; The Buyer shall notify the sellers participating in such registration promptly of any request by the SEC for the amending or supplementing of such Registration Statement or prospectus or for additional information, and provide one (e1) list legal counsel for Seller's Agent with the opportunity to review and comment prior to the filing such amendment or supplement; The Buyer shall prepare and file with the SEC, promptly upon the request of the Seller's Agent, the Registration Statement and any amendments or supplements to such Registration Statement or prospectus which, in the reasonable opinion of counsel for the sellers is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the Registrable Securities covered by the sellers or to otherwise comply with the requirements of the Securities Act and such rules and regulations; The Buyer shall prepare and promptly file with the SEC and promptly notify the sellers participating in such registration of the filing of such amendments or supplements to such Registration Statement with or prospectus as may be necessary to correct any securities exchange on which statements or omissions if, at the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus prospectus relating thereto to the Registrable Securities is required to be delivered under the Securities Act, of the happening of any event of which has occurred as the Company has knowledge as a result of which the Prospectus contained in any such Registration Statement, as prospectus or any other prospectus then in effect, includes effect may include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading. The Buyer shall make available to the sellers any such supplement or amendment. The sellers participating in light such registration agree that, upon receipt of any notice from the Buyer of the circumstances then existing; and occurrence of any event of the kind described in this subsection (g), the sellers will forthwith discontinue the offer and sale of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until receipt by the sellers of the copies of such supplemented or amended prospectus and, if so directed by the Buyer, the sellers will deliver to the Buyer all copies, other than permanent file copies then in the sellers' possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event the Buyer shall give such notice, the Buyer shall extend the period during which such Registration Statement shall be maintained effective as provided in Section 7.2(a) hereof by the number of days during the period from and including the date of the giving of such notice to the date when the Buyer shall make available for inspection to the sellers such supplemented or amended prospectus; The Buyer shall advise the sellers participating in such registration, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Purchaser SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any attorneystop order or to obtain its withdrawal if such stop order should be issued; The Buyer shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, accountant and make generally available to the Buyer's security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any twelve (12) month period (or other agent retained ninety (90) days, if such a period is a fiscal year) beginning with the first month of the Buyer's first fiscal quarter commencing after the effective date of the Registration Statement; The Buyer shall not file any amendment or supplement to the Registration Statement or prospectus to which a majority in interest of the sellers participating in such registration has objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least three business days prior to the filing thereof unless the Buyer shall have obtained an opinion of counsel that such amendment is required under the Securities Act or the rules or regulations adopted thereunder in connection with the distribution of Registrable Securities by the Purchasersellers; The Buyer may, all publicly availableat its option, non-confidential financial register additional shares of Datatec Common Stock in the Registration Statement for sale by other holders of its Common Stock or include the Registrable Securities in a registration in which shares of its Common Stock are sold to an underwriter for reoffering to the public (an "Underwritten Offering"); and other records, pertinent corporate documents and properties The Buyer shall use its best efforts to list the Registrable Securities covered by each Registration Statement with any securities exchange on which shares of the CompanyBuyer are then listed. The Buyer shall use commercially reasonable efforts to qualify for registration on Form S-3 under the Securities Act, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasersuch successor form.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect theretoeffective, and promptly provide provide, if requested, to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) : prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its reasonable best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) ; prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) Period applicable to such Registration Statement; furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) ; use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) ; list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) ; immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) and make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) Within 120 days after the issuance of the Note, Borrower shall prepare and file or cause to be filed with the Commission SEC a registration statement (the Registration Statement "REGISTRATION STATEMENT") with respect to such Registrable Securitiesthe shares of Common Stock underlying the Warrants (collectively, respond as promptly as possible to any comments received from the Commission, and "REGISTRABLE SHARES"). Borrower shall thereafter use its best efforts diligence in attempting to cause the Registration Statement to become be declared effective by the SEC and remain shall thereafter use reasonable efforts to maintain the effectiveness of the Registration Statement until the earlier to occur of (i) the date which is one year from the effective for date of the Effectiveness Period with respect theretoRegistration Statement, (ii) the date on which all of the Warrants and promptly provide Registrable Shares are no longer held by Lender or (iii) the date on which no warrants are held by Lender and the Registrable Shares held by Lender can be resold pursuant to the Purchaser copies of all filings and Commission letters of comment relating thereto;Rule 144. (b) Following effectiveness of the Registration Statement, Borrower shall furnish to Lender a prospectus as well as such other documents as Lender may reasonably request. (c) Borrower shall use reasonable efforts to (i) register or otherwise qualify the Registrable Shares for sale under the securities laws of such jurisdictions as Lender may reasonably request, (ii) prepare and file with the Commission in those jurisdictions such amendments (including post-effective amendments) and supplements to the Registration Statement and the Prospectus used in connection therewith as may be required, (iii) take such other actions as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of maintain such registrations and/or qualifications in effect at all Registrable Securities covered by times while the Registration Statement is likewise maintained effective and (iv) take all other actions reasonably necessary or advisable to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of qualify the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of Shares for sale in such jurisdictions within the United States as the Purchaser may reasonably request, jurisdictions; provided, however, that the Company Borrower shall not for any such purpose be required to qualify generally to transact business in connection therewith or as a foreign corporation condition thereto to (I) qualify to do business in any jurisdiction where it is would not so qualified or otherwise be required to qualify but for this SECTION 9(C), (II) subject itself to general taxation in any such jurisdiction, (III) file a general consent to general service of process in any such jurisdiction;, (IV) provide any undertakings that cause more than nominal expense or burden to Borrower or (V) make any change in its certificate of incorporation or bylaws, which in each case the Board of Directors of Borrower determines to be contrary to the best interests of Borrower and its stockholders. (ed) list the Registrable Securities covered by Borrower shall, following effectiveness of the Registration Statement with Statement, as promptly as practicable after becoming aware of any securities exchange on which the Common Stock of the Company is then listed; (f) immediately such event, notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, Lender of the happening of any event of which the Company Borrower has knowledge knowledge, as a result of which the Prospectus contained prospectus included in such the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made, not misleading, and use reasonable efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and deliver a number of copies of such supplement or amendment to Lender or as Lender may reasonably request. Borrower may voluntarily suspend the effectiveness of such Registration Statement for a limited time, which in no event shall be longer than 90 days, if Borrower has been advised by legal counsel that the offering of Common Stock pursuant to the Registration Statement would adversely affect, or would be improper in view of (or improper without disclosure in a prospectus), a proposed financing, a reorganization, recapitalization, merger, consolidation, or similar transaction involving Borrower or its subsidiaries, and, during such suspension, Lender and its affiliates shall not sell or otherwise dispose for value any Registered Shares, in which event the one year period referred to in clause (i) of SECTION 9(A) shall be extended for an additional period of time beyond such one year period for an additional period of time equal to the number of days the effectiveness thereof has been suspended pursuant to this sentence. (e) Following effectiveness of the Registration Statement, Borrower, as promptly as practicable after becoming aware of any such event, will notify Lender of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time. (f) Following effectiveness of the Registration Statement, Borrower will use reasonable efforts either to (i) cause all the Registrable Shares to be listed on each national securities exchange on which similar securities issued by Borrower are then existing; andlisted, if any, if the listing of the Registrable Shares is then permitted under the rules of such exchange, or (ii) secure the quotation of the Registrable Shares on the Nasdaq Stock Market, Inc. ("NASDAQ"), if the listing of the Registrable Shares is then permitted under the rules of Nasdaq, or (iii) if, despite Borrower's reasonable efforts to satisfy the preceding clause (i) or (ii), Borrower is unsuccessful in satisfying the preceding clause (i) or (ii) and without limiting the generality of the foregoing, to use reasonable efforts to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. as such with respect to such Common Stock. (g) Provide a transfer agent and registrar, which may be a single entity, for the Registrable Shares not later than the effective date of the Registration Statement. (h) It shall be a condition precedent to the obligations of Borrower to take any action pursuant to this SECTION 9 that Lender shall furnish to Borrower such information regarding itself as Borrower may reasonably request to effect the registration of the Registrable Shares and shall execute such documents in connection with such registration as Borrower may reasonably request. (i) Lender agrees to cooperate with Borrower in any manner reasonably requested by Borrower in connection with the preparation and filing of the Registration Statement hereunder. (j) Lender agrees that, upon receipt of any notice from Borrower of the happening of any event of the kind described in SECTION 9(D) or 9(E), Lender will immediately discontinue disposition of Shares pursuant to the Registration Statement until Lender receives notice from Borrower that sales may resume and copies of the supplemented or amended prospectus and, if so directed by Borrower, shall deliver to Borrower (at the expense of Borrower) or destroy (and deliver to Borrower a certificate of destruction) all copies in Lender's possession of the prospectus covering the Registrable Shares current at the time of receipt of such notice. (k) All expenses, other than (i) underwriting discounts and commissions, (ii) other fees and expenses of investment bankers and (iii) brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to this SECTION 9, including, without limitation, all registration, listing and qualification fees, printers and accounting fees and the fees and disbursements of counsel to Borrower, shall be borne by Borrower. (l) To the extent permitted by law, Borrower will indemnify and hold harmless Lender, the directors, if any, of Lender, the officers, if any, of Lender, each person, if any, who controls Lender within the meaning of the Securities Act or the Exchange Act, any underwriter (as defined in the Securities Act) for Lender, the directors, if any, of such underwriter and the officers, if any, of such underwriter, and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Exchange Act (each, an "INDEMNIFIED PERSON"), against any losses, claims, damages, expenses or liabilities (joint or several) (collectively, "CLAIMS") to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations in the Registration Statement, or any post effective amendment thereof, or any prospectus included therein: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post effective amendment thereof or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if Borrower files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation by Borrower of the Securities Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (the matters in the foregoing clauses (i) through (iii) are hereinafter collectively referred to as the "VIOLATIONS"). Subject to the restrictions set forth in SECTION 9(N) with respect to the number of legal counsel, Borrower shall reimburse Lender and each such underwriter or controlling person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnity contained in this SECTION 9(L) (I) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to Borrower by any Indemnified Person or underwriter for such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (II) with respect to any preliminary prospectus shall not inure to the benefit of any person from whom the person asserting any Claim purchased the Restricted Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, if such final prospectus was timely made available by Borrower; (III) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of Borrower, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Restricted Securities by Lender; and (IV) shall not apply to a Claim arising out of or based upon the failure of an Indemnified Person to deliver a final prospectus to purchasers of Registrable Securities if Borrower provided such final prospectus to the Indemnified Person. (m) Lender agrees to indemnify and hold harmless, to the same extent and in the same manner set forth in SECTION 9(L), Borrower, each of its directors, each of its officers who signs the Registration Statement, each person, if any, who controls Borrower within the meaning of the Securities Act or the Exchange Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such stockholder or underwriter within the meaning of the Securities Act or the Exchange Act (each such person and each Indemnified Person, an "INDEMNIFIED PARTY"), against any Claim to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim arises out of or is based upon any Violation by Lender, in each case to the extent (and only to the extent) that (I) such Violation occurs in reliance upon and in conformity with written information furnished to Borrower by Lender expressly for inspection use in connection with such Registration Statement or such prospectus or (II) is a result of the breach of federal or state securities laws pertaining to the transfer by Lender of the Restricted Securities or the securities underlying the Restricted Securities; and Lender will reimburse any reasonable legal or other expenses reasonably incurred by any Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity contained in this SECTION 9(M) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of Lender, which consent shall not be unreasonably withheld; provided, further, that Lender shall be liable under this SECTION 9(M) for only that amount of a Claim as does not exceed the net proceeds to Lender as a result of the sale of Shares pursuant to such Registration Statement or such prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Restricted Securities (or underlying securities) by Lender. Notwithstanding anything to the contrary contained herein the indemnity contained in this SECTION 9(M) with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented. (n) Promptly after receipt by an Indemnified Person or Indemnified Party under SECTION 9(L) or 9(M) of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is made against any indemnifying party under this SECTION 9, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, assume control of the defense thereof with counsel mutually satisfactory to the indemnifying parties; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel, with the fees and expenses to be paid by the Purchaser and any attorneyindemnifying party, accountant or other agent if, in the reasonable opinion of counsel retained by the Purchaserindemnifying party, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties the representation by such counsel of the CompanyIndemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential conflicts of interest between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. Except as provided in the preceding sentence, and cause Borrower shall pay for only one separate legal counsel for the Company's officers, directors and employees Indemnified Persons. The failure to supply all publicly available, non-confidential information reasonably requested by deliver written notice to the attorney, accountant or agent indemnifying party within a reasonable time of the Purchasercommencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this SECTION 9, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnity required by this SECTION 9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) if required under applicable securities law, use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period;; Acceris Communications Confidential Materials October 14, 2004 (c) furnish to the Purchaser such reasonable number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) upon the reasonable prior request of the Purchaser make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever In connection with the Company is required by filing of the provisions hereof Shelf Registration Statement pursuant to effect the registration of any Registrable Securities under the Securities ActSection 2 hereof, the Company willshall effect such registrations to permit the sale of the securities covered thereby in accordance with the intended method or methods of disposition thereof, as expeditiously as possibleand pursuant thereto and in connection with the Shelf Registration Statement filed by the Company hereunder, the Company shall: (a) prepare Prepare and file with the Commission the Shelf Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commissionprescribed by Section 2 hereof, and use its best efforts to cause the Shelf Registration Statement to become effective and remain effective for as provided herein; provided, however, that, before filing the Effectiveness Period with respect Shelf Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall furnish to and promptly provide afford the Holders of the Registrable Notes covered by the Shelf Registration Statement, their counsel (if such counsel is known to the Purchaser Company) and the managing underwriter or underwriters (if any), a reasonable opportunity to review copies of all filings and Commission letters such documents proposed to be filed. The Company shall not file the Shelf Registration Statement or Prospectus or any amendments or supplements thereto if the Holders of comment relating thereto;a majority in aggregate principal amount of the Registrable Notes covered by the Shelf Registration Statement shall reasonably object on a timely basis; provided, that if such Holders unreasonably object to such filing, the failure to timely file such Shelf Registration Statement or Prospectus or any amendments or supplements thereto shall not give rise to a Registration Default. (b) prepare Prepare and file with the Commission such amendments and supplements post-effective amendments to the Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Shelf Registration Statement continuously effective for the Effectiveness Period; cause the related Prospectus to be supplemented by any prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by securities pursuant to the Shelf Registration Statement as so amended or in such Prospectus as so supplemented and with respect to keep such the subsequent resale of any securities, in each case, in accordance with the intended methods of distribution set forth in the Shelf Registration Statement effective until the expiration of the Effectiveness Period;as so amended or Prospectus as so supplemented. (c) furnish to Amend the Purchaser such number of copies of the Shelf Registration Statement and supplement the Prospectus included therein promptly, and in any event within five (including each preliminary Prospectus5) as Business Days after the Purchaser reasonably may request Company files with or submits to facilitate the public sale Commission a current or disposition of periodic report (unless the Registrable Securities covered Company is then eligible to have such report incorporated by the Registration Statement;reference). (d) Notify the selling Holders of Registrable Notes, their counsel (if such counsel has been identified in writing to the Company) and the managing underwriter or underwriters (if any), as promptly as possible, and, if requested by any such Person, confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Shelf Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act (including in such notice a written statement that any Holder may, upon request, obtain, at the sole expense of the Company, one conformed copy of the Shelf Registration Statement or post-effective amendment including financial statements and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of the Shelf Registration Statement or any of the Registrable Notes for offer or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (iv) of the happening of any event, the existence of any condition or any information becoming known to the Company that requires any amendments or supplements to the Shelf Registration Statement or the Prospectus or documents so that, following such amendment or supplement, in the case of the Shelf Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (v) of the Company’s determination that a post-effective amendment to the Shelf Registration Statement would be appropriate. (e) Use its best efforts to prevent the issuance of any order suspending the effectiveness of the Shelf Registration Statement or of any order preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Notes for sale in any jurisdiction, and, if any such order is issued, to use its commercially reasonable best efforts to obtain the withdrawal of any such order at the earliest practicable time. (f) If reasonably requested by the managing underwriter or underwriters (if any), or the Holders of a majority in aggregate principal amount of the Registrable Notes covered by the Shelf Registration Statement promptly amend or supplement the Shelf Registration Statement or Prospectus to include such information regarding the plan of distribution or related matters as the managing underwriter or underwriters (if any) or such Holders (based upon advice of counsel), determine is reasonably necessary to be included therein; provided, however, that the Company shall not be required to take any action hereunder that would, in the written judgment of counsel to the Company, violate applicable laws. (g) Furnish to each selling Holder of Registrable Notes who so requests in writing, their counsel (if such counsel has been identified in writing to the Company) and each managing underwriter or underwriters (if any), at the sole expense of the Company, one conformed copy of the Shelf Registration Statement and each post-effective amendment thereto, including financial statements and schedules, and, if requested, all documents incorporated or deemed to be incorporated therein by reference and all exhibits promptly after the filing of such documents with the Commission. (h) Deliver to each selling Holder of Registrable Notes, their respective counsel, and the managing underwriter or underwriters (if any), at the sole expense of the Company, as many copies of the Prospectus or Prospectuses (including each form of preliminary prospectus) and each amendment or supplement thereto as such Persons may reasonably request; and, subject to this Section 4, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Notes and the managing underwriter or underwriters (if any) or agents, if any, and dealers (if any), in connection with the offering and sale of the Registrable Notes pursuant to such Prospectus and any amendment or supplement thereto. (i) Prior to any public offering of Registrable Notes or any delivery of a Prospectus contained in the Shelf Registration Statement, use its best efforts to register or qualify qualify, and to cooperate with the Purchaser's selling Holders of Registrable Securities covered by Notes, the Registration Statement managing underwriter or underwriters (if any), and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Notes, for offer and sale under the securities or "blue sky" sky laws of such jurisdictions within the United States as any selling Holder or the Purchaser may managing underwriter or underwriters (if any) reasonably request, requests in writing; provided, however, that (i) where Registrable Notes are offered other than through an underwritten offering, the Company agrees to use its best efforts to cause the Company’s counsel to perform blue sky investigations and file registrations and qualifications required to be filed pursuant to this Section 4(i), and (ii) the Company shall not for any such purpose be required to register or qualify generally the Notes in any jurisdiction where such registration or qualification would require the Company or any Guarantor to transact qualify to do business as a foreign corporation in in, to become subject to taxation in, or to consent to general service or process in, any jurisdiction where it is not at the time required to so qualified qualify or subject to consent to general such taxation or service of process in any or process; keep each such jurisdiction; registration or qualification (eor exemption therefrom) list effective during the Registrable Securities covered by period the Shelf Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under kept effective hereunder and do any and all other acts or things reasonably necessary or advisable to enable the Securities Actdisposition in such jurisdictions of such Registrable Notes pursuant to the Shelf Registration Statement. (j) Cooperate with the selling Holders of Registrable Notes and the managing underwriter or underwriters (if any), to facilitate the timely preparation and delivery of certificates representing Registrable Notes to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with DTC; and enable such Registrable Notes to be in such authorized denominations and registered in such names as the managing underwriter or underwriters (if any), or selling Holders may request at least five (5) Business Days prior to any sale of such Registrable Notes. (k) Use its best efforts to cause the Registrable Notes covered by the Shelf Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary to enable the seller or sellers thereof or the managing underwriter or underwriters (if any), to consummate the disposition of such Registrable Notes within the United States, except as may be required solely as a consequence of the happening nature of such selling Holder’s business, in which case the Company will cooperate in all reasonable respects with the filing of the Shelf Registration Statement and the granting of such approvals. (l) Upon the occurrence of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statementcontemplated by Section 4(d)(iv) or Section 4(d)(v) hereof, as then in effectpromptly as practicable prepare and (subject to Section 4(a) and the penultimate paragraph of this Section 4) file with the Commission, includes at the sole expense of the Company, a supplement or post-effective amendment to the Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Notes being sold thereunder or to the purchasers of the Registrable Notes to whom such Prospectus will be delivered, any such Prospectus will not contain an untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing; andunder which they were made, not misleading. (gm) Prior to the effective date of the Shelf Registration Statement relating to the Registrable Notes, (i) provide the Trustee with certificates for the Registrable Notes in a form eligible for deposit with DTC and (ii) provide a CUSIP number for the Registrable Notes. (n) In connection with any underwritten offering of Registrable Notes pursuant to the Shelf Registration Statement, enter into an underwriting agreement as is customary in underwritten offerings of debt securities similar to the Registrable Notes and take all such other actions as are reasonably requested by the managing underwriter or underwriters (if any) in order to expedite or facilitate the disposition of such Registrable Notes and, in such connection, (i) make such representations and warranties to, and covenants with, the managing underwriter or underwriters (if any) with respect to the business of the Company and its subsidiaries, as then conducted (including any acquired business, properties or entity, if applicable), and the Shelf Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to the managing underwriter or underwriters (if any) in underwritten offerings of debt securities similar to the Registrable Notes, and confirm the same in writing if and when reasonably requested; (ii) use its best efforts to obtain the written opinions of counsel to the Company and written updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters (if any), addressed to the managing underwriter or underwriters (if any) covering the matters customarily covered in opinions requested in underwritten offerings; (iii) use its best efforts to obtain customary “cold comfort” letters and updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters (if any) from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included or incorporated by reference in the Shelf Registration Statement), addressed (where reasonably possible) to each of the managing underwriter or underwriters (if any) such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings; and (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the managing underwriter or underwriters (if any) than those set forth in Section 6 hereof (or such other provisions and procedures acceptable to Holders of a majority in aggregate principal amount of Registrable Notes covered by the Shelf Registration Statement and the managing underwriter or underwriters (if any)) with respect to all parties to be indemnified pursuant to said section; provided that the Company shall not be required to provide indemnification to any managing underwriter or underwriters (if any) selected in accordance with the provisions of Section 8 hereof with respect to information relating to such managing underwriter or underwriters (if any) furnished in writing to the Company by or on behalf of such managing underwriter or underwriters (if any) expressly for inclusion in the Shelf Registration Statement. The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder. (o) Make available for inspection by any selling Holder of such Registrable Notes being sold, the Purchaser managing underwriter or underwriters (if any) participating in any such disposition of Registrable Notes, if any, and any attorney, accountant or other agent retained by any such selling Holder or managing underwriter or underwriters (if any) (collectively, the Purchaser“Inspectors”), at the offices where normally kept, during reasonable business hours, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties instruments of the CompanyCompany and its subsidiaries (collectively, the “Records”) as shall be reasonably requested by the Inspectors to enable them to exercise any applicable due diligence responsibilities, and cause the Company's officers, directors and employees of the Company and its subsidiaries to supply all publicly available, non-confidential information reasonably requested by any such Inspector in connection with the attorney, accountant or agent of Shelf Registration Statement and Prospectus. Each Inspector shall agree in writing with the Purchaser.Company that it will keep the Records and a

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) upon reasonable notice, make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) 42.1 prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) 42.2 prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) 42.3 furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) 42.4 use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) 42.5 list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) 42.6 immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) 42.7 make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities Shares under the Securities Act, the Company will, as expeditiously as possibleshall: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect theretoperiod specified in paragraph (b) below (subject, and promptly provide in the case of the Resale Registration Statement, to the Purchaser copies of all filings and Commission letters of comment relating theretolimitations set forth in Section 2(a) above); (b) as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with keep the provisions Registration Statement effective for a period ending on the earlier of (i) the first Anniversary of the effective date, and (ii) the date on which all Registrable Shares registered under such Registration Statement have been sold; provided, however, that the Company may by written notice require that each Rightsholder (a "Selling Holder") who is selling shares pursuant to such registration immediately cease sales of shares pursuant to such Registration Statement (a "Black Out Requirement") at any time that (A) the Company becomes engaged in a business activity or negotiation which is not disclosed in the Registration Statement (or the prospectus included therein) which the Company reasonably believes must be disclosed therein under applicable law and which the Company desires to keep confidential for business purposes, the disclosure of which at such time the Company believes could have an adverse effect on the Company or its business or prospects or on the successful completion of such business activity or negotiation or on the market price of the Company's stock, (B) the Company believes that a particular disclosure so determined to be required to be disclosed therein would be premature or would adversely affect the Company or its business or prospects or the market price of the Company's stock, or (C) the Registration Statement can no longer be used under the existing rules and regulations promulgated under the Securities Act Act. The Company shall not be required to disclose to the Selling Holder(s) the reasons for requiring a suspension of sales hereunder, and the Selling Holder(s) shall not disclose to any third party (other than financial advisors or other experts consulted by such Selling Holder(s) with respect to any such sales of shares) the disposition existence of all Registrable Securities covered by the Registration Statement and to keep any such Registration Statement effective until the expiration of the Effectiveness Periodsuspension; (c) as expeditiously as possible furnish to the Purchaser each Selling Holder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser Selling Holder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered Shares owned by the Registration Statement;Selling Holder; and (d) as expeditiously as possible use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Registration Statement under the securities or "blue sky" Blue Sky laws of such jurisdictions within the United States states as the Purchaser may Selling Holders shall reasonably request, and do any and all other acts and things that may reasonably be necessary or desirable to enable the Selling Holders to consummate the public sale or other disposition in such states of the Registrable Shares owned by the Selling Holders; provided, however, that the Company shall not for any such purpose be required in connection with this paragraph (d) to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to execute a general consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of . If the Company has delivered preliminary or final prospectuses to the Selling Holders and after having done so the prospectus is then listed; (f) immediately notify amended to comply with the Purchaser at any time when a Prospectus relating thereto is required to be delivered under requirements of the Securities Act, the Company shall promptly notify the Selling Holders and, if requested, the Selling Holders shall immediately cease making offers of Registrable Shares and return all undistributed prospectuses to the Company. The Company shall promptly provide the Selling Holders with revised prospectuses and, following receipt of the happening of any event of which revised prospectuses, the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits Selling Holders shall be free to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light resume making offers of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserRegistrable Shares.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possiblewill use its best efforts to within 90 days after the date hereof: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Purchasers copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Purchasers such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Purchasers reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Purchasers' Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser Purchasers may reasonably request, ; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Purchasers at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Purchasers and any attorney, accountant or other agent retained by the PurchaserPurchasers, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserPurchasers.

Registration Procedures. If and whenever the Company is required In connection with any Shelf Registration contemplated by the provisions hereof to effect the registration of any Registrable Securities under the Securities ActSection 1 hereof, the Company will, as expeditiously as possiblefollowing provisions shall apply: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) Company shall prepare and file with the Commission such amendments and supplements post-effective amendments to the Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary under applicable law to keep the Shelf Registration Statement effective for the applicable period; and cause each prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or similar provision then in force) under the Securities Act and comply with the provisions of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder applicable to them with respect to the disposition of all Registrable Securities securities covered by the Shelf Registration Statement and to keep such Registration Statement effective until during the expiration applicable period in accordance with the intended method or methods of distribution by the Effectiveness Periodselling Holders thereof; (cb) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) The Company shall use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the all applicable state securities or "blue sky" laws of such jurisdictions within jurisdiction as any Holder of Securities covered by the United States as Shelf Registration Statement and each underwriter of an underwritten offering of Securities shall reasonably request by the Purchaser time the applicable Shelf Registration Statement is declared effective by the Commission, and do any and all other acts and things which may be reasonably request, necessary or advisable to enable each such Holder and underwriter to consummate the disposition in each such jurisdiction of such Securities owned by such Holder; provided, however, that the Company shall not for be required to (i) qualify as a foreign corporation or as a dealer in securities in any such purpose jurisdiction where they would not otherwise be required to qualify generally but for this Section 2(b), or (ii) take any action which would submit it to transact business as a foreign corporation general service of process or taxation in any such jurisdiction where it is not then so qualified or to consent to general service of process in any such jurisdictionsubject; (ec) list The Company shall include the Registrable names of the Requesting Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders. (d) The Company shall give written notice to the Investor and the Holders of the Securities covered by the Shelf Registration Statement: (i) when the Shelf Registration Statement or any amendment thereto has been filed with the Commission and when the Shelf Registration Statement or any securities exchange on which post-effective amendment thereto has become effective; (ii) of any request by the Common Stock Commission for amendments or supplements to the Shelf Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company is then listed; (f) immediately notify or its legal counsel of any notification with respect to the Purchaser at any time when a Prospectus relating thereto is required to be delivered under suspension of the qualification of the Securities Act, for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) of the happening of any event of which that requires the Company has knowledge as a result of which to make changes in the Prospectus contained Shelf Registration Statement or the prospectus in such order that the Shelf Registration Statement, as then in effect, includes Statement or the prospectus do not contain an untrue statement of a material fact or omits nor omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the prospectus, in light of the circumstances then existing; andunder which they were made) not misleading. (e) The Company shall make every reasonable effort to obtain the withdrawal, at the earliest possible time, of any order suspending the effectiveness of the Shelf Registration Statement. (f) The Company shall deliver to each Holder of Securities included within the coverage of the Shelf Registration Statement, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. (g) Prior to any public offering of the Securities pursuant to any Shelf Registration Statement the Company shall register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or "blue sky" laws of such states of the United States as any Holder of the Securities covered by the Shelf Registration Statement reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by the Shelf Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject. (h) The Company shall cooperate with the Holders of the Securities covered by the Shelf Registration Statement to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Shelf Registration Statement free of any restrictive legends and in such denominations and registered in such names as such Holders may request a reasonable period of time prior to sales of the Securities pursuant to the Shelf Registration Statement. (i) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 2(d) above during the period for which the Company is required to maintain an effective Shelf Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Shelf Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities covered by the Shelf Registration Statement or purchasers of such Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Investor and the Holders of the Securities covered by the Shelf Registration Statement in accordance with paragraphs (ii) through (v) of Section 2(d) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Investor and such Holders of the Securities shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 1(b) above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Investor and such Holders of the Securities shall have received such amended or supplemented prospectus pursuant to this Section 2(i). (j) Not later than the effective date of the applicable Shelf Registration Statement, to the extent not previously done, the Company will provide CUSIP numbers for the Notes and provide the applicable trustee with printed certificates for the Notes in a form eligible for deposit with The Depository Trust Company. (k) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Shelf Registration Statement, which statement shall cover such 12-month period. (l) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture. (m) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding such Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may (i) exclude from such registration the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request and (ii) shall not be obligated to pay Additional Interest on such Securities to such Holder from the date of such failure until such time that such Holder provides the required information. (n) The Company shall enter into such customary agreements (including, if requested, subject to the terms of Section 7 below, an underwriting agreement in customary form) and take all such other action, if any, as any Holder of the Securities covered by the Shelf Registration Statement shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration; provided, that the Company shall not be required to affect more than one underwritten offering in any 12-month period. (o) In the case of any Shelf Registration, the Company shall (i) make reasonably available for inspection by the Purchaser Holders of the Securities covered by the Shelf Registration Statement, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by such Holders of the Purchaser, Securities or any such underwriter all publicly available, non-confidential relevant financial and other records, pertinent corporate documents and properties of the Company, Company and (ii) cause the Company's officers, directors directors, employees, accountants and employees auditors to supply all publicly available, non-confidential relevant information reasonably requested by the Holders of the Securities covered by the Shelf Registration Statement or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the PurchaserSecurities Act; provided, that the foregoing inspection and information gathering shall be coordinated on behalf of the Holders by one counsel designated by and on behalf of such Holders as described in Section 3 hereof and only after execution of a Confidentiality Agreement reasonably satisfactory to the Company. (p) In the case of any underwritten offering conducted pursuant to the Shelf Registration, the Company, if requested by any Holder of Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters thereof and dated, in the case of the initial opinion, the later of the effective date of such Shelf Registration Statement or the date such underwriting agreement is executed by the Company (it being agreed that the matters to be covered by such opinion shall include the due incorporation and good standing of the Company and its subsidiaries, if applicable; the qualification of the Company and its subsidiaries, if applicable, to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreements of the type referred to in Section 2(n) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the applicable Securities; the absence of material legal or governmental proceedings involving the Company and its subsidiaries, if applicable; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the applicable Securities, or any agreement of the type referred to in Section 2(n) hereof; the compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; and, as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any such documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act)); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities; and (iii) to the extent reasonably available, its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72. (q) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the meaning of the Conduct Rules (the "Rules") of the National Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a "qualified

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) if required under applicable securities law, use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best commercially reasonable efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Class A Common Stock of the Company is then listed; (f) immediately as promptly as practicable notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Class A Common Stock beneficially owned by such Holder and, if required by the Commission, the person(s) thereof that has voting and/or dispositive control over such shares of Class A Common Stock.