(and in addition to the above), the direct and indirect ownership of more than 50% of the paid-up and issued voting capital of a Person shall be deemed to constitute control over such Person.

“ Equity Percentage ” shall mean, as to the Investor or a transferee of the Investor, that percentage figure that expresses the ratio that (a) the number of Shares owned by such Person and which such Person may acquire upon exercise of the Warrant (subject to the limitation described in the definition of Shares below) bears to (b) the aggregate number of shares of issued and outstanding Common Stock on the date hereof immediately after giving effect to the issuance of the Shares.

 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Form S-3 ” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

“ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or agency or subdivision thereof) or other entity of any kind, whether incorporated, registered or not.

“ Piggy-Back Registration Statement ” means a Registration Statement filed with respect to a registration described in Section 2.3 hereof.

“ Register ,” “ registered ” and “ registration ” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

“ Registrable Securities ” means (a) the Shares and (b) any common stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such Shares.  Notwithstanding the foregoing, “Registrable Securities” shall not include any securities sold by a person or eligible for sale without restriction to the public pursuant to a registration statement or Rule 144 under the Securities Act or sold in a private transaction in which the transferor’s rights under Section 2 of this Agreement are not expressly assigned.

“ Registrable Securities then outstanding ” shall be the number of shares determined by calculating the total number of shares of Common Stock that are Registrable Securities and either (a) are then issued and outstanding or (b) are issuable pursuant to then exercisable or convertible securities.

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“ Registration Expenses ” shall mean all expenses incurred by the Company in complying with Sections 2.2 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue-sky fees and expenses.

“ Registration Statement ” means the Shelf Registration Statement or the Piggy-Back Registration Statement, as applicable.

“ SEC ” or “ Commission ” means the U.S. Securities and Exchange Commission.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Selling Expenses ” shall mean all underwriting discounts and selling commissions applicable to the sale.

“ Shares ” shall mean (i) the shares of Common Stock issued to the Investor pursuant to the Securities Purchase Agreement, and (ii) the shares of Common Stock issued or issuable upon exercise of the Warrant to purchase up to 2,745,098 shares of Common Stock, dated October 10, 2008, issued by the Company to the Investor (the “ Warrant ”); provided that, for the purposes of calculating the number of shares issuable upon exercise of the Warrant, consideration is given, and such amount is limited to, the maximum amount that could be exercised after consideration of the limitation contained in Section 2(d) of the Warrant.

“ Trading Day ” means (a) any day on which the Common Stock is listed or quoted on the Trading Market, or (b) if the Common Stock is not then listed or quoted on a Trading Market, then any Business Day.

SECTION 2.  REGISTRATION; RESTRICTIONS ON TRANSFER

2.1                                Restrictions on Transfer.

(a)                                   Investor and each transferee, if any, agrees not to make any disposition of all or any portion of the Shares or other Registrable Securities unless and until:

(i)                                      There is then in effect (and not suspended pursuant to Section 2.4(b) hereof) a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement (including without limitation the method of disposition set forth therein); or

(ii)                                   Such disposition is made pursuant to and in compliance with (A) Rule 144 or a successor rule thereof (as amended from time to time) or (B) any other applicable exemption from registration under the Securities Act (in which case the Investor shall have notified the Company of the disposition and, if requested by the Company, Investor shall have

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furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act); or

(iii)                                (A) Any proposed transferee has agreed in writing to be bound by the terms of this Agreement by executing a counterpart signature page hereto (which shall not be deemed to be an amendment hereto), (B) Investor shall have notified the Company of the disposition, and (C) if requested by the Company, Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act.

(b)                                  Each certificate representing Shares or other Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR WITH THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE  SECURITIES ACT OF 1933 (THE “ ACT ”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

(c)                                   Within fifteen (15) days of written request, the Company shall be obligated to reissue unlegended certificates at the request of any holder of Shares or other Registrable Securities if such holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the applicable securities may lawfully be so disposed of without registration.

(d)                                  Any legend that may be endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue-sky authority authorizing such removal.

(e)                                   Notwithstanding the foregoing provisions of this Section 2.1, the restrictions imposed by this Section 2.1 upon the transferability of any Shares or other Registrable Securities shall cease and terminate when (i) any such Shares or other Registrable Securities are sold or otherwise disposed of in accordance with a registration statement (including without limitation the method of disposition set forth therein); (ii) the holder of such Shares or other Registrable Securities has met the applicable requirements for transfer of such

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Shares or other Registrable Securities, as the case may be, pursuant to subparagraph (b) of Rule 144 under the Securities Act or a successor rule thereof (as amended from time to time)(“ Rule 144 ”) or (iii) any such Shares or other Registrable Securities are sold or otherwise disposed of by such other method contemplated by this Section 2.1 that does not require that the securities transferred bear the legend set forth in this Section 2.1.  Whenever the restrictions imposed by this Section 2.1 have terminated, a holder of a certificate for Shares or other Registrable Securities as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in this Section 2.1 and not containing any other reference to the restrictions imposed by this Section 2.1.

(f)                                     The Company covenants that, to the extent it does not qualify as a “reporting issuer” as defined under Rule 144(c) during the period ending with the termination of the transferability restrictions as described in Section 2.1(e) above, it will take such action in connection with the furnishing of information as the Investor may reasonably request, all to the extent required from time to time to enable the Investor to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144.

(g)                                  The Investor represents and warrants that, during the period beginning 30 days prior to the date of this Agreement and ending on the date of this Agreement, none of the Investor or its Affiliates, or any entity acting under their direction or control, have engaged, directly or indirectly, in any trading of Common Stock, including, without limitation, short sales or hedging of any kind, other than as contemplated by this Agreement.

2.2                                Shelf Registration.  (a)  The Company shall, within 45 days from the date of this Agreement (the “ Filing Date ”), file a registration statement (as amended or supplemented from time to time, the “ Shelf Registration Statement ”) under the Securities Act covering all of the Registrable Securities then outstanding, and shall use its best efforts to cause the Shelf Registration Statement to become effective as promptly as practicable thereafter (provided that in the event the Company receives notice from the SEC that it will not “review” the Shelf Registration Statement and that the Company can request acceleration of effectiveness, the Company shall cause the Shelf Registration Statement to become effective within ten (10) days of receipt of such notice), and shall use its best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) the date on which all Registrable Securities are eligible for sale under Rule 144 without volume, manner of sale or other restrictions under such rule and (ii) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold (the “ Effectiveness Period ”).  Such Shelf Registration Statement shall be on Form S-3 (except if the Company is not eligible to register for resale the Shelf Registrable Securities on Form S-3, then such registration shall be on such other appropriate form as the Company may reasonably select), and shall contain (unless otherwise directed by the Investor) the “Plan of Distribution” attached hereto as Annex A.

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(b)                                  The amount of Registrable Securities required to be included in the initial Shelf Registration Statement as described in Section 2.2(a) shall be not less than the maximum amount of Registrable Securities which may be included in a Registration Statement without exceeding registration limitations imposed by the SEC pursuant to Rule 415 under the Securities Act (the “ Rule 415 Amount ”).  In the event that less than all of the Registrable Securities are included in the Shelf Registration Statement as a result of the limitation described in this Section 2.2(b), then the Company will file additional Shelf Registration Statements each registering the Rule 415 Amount, seriatim , until all of the Registrable Securities have been registered.

2.3                                Piggy-Back Registration .

(a)                                   If the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Investor) any of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), (ii) a registration on Form S-4 (or similar or successor form), (iii) a shelf registration statement covering the offer and sale of securities from time to time in one or more offerings or (iv) unless a Registration Statement has not already been filed for the Registrable Securities, a registration in connection with a rights offering to existing securityholders of the Company), the Company shall, at such time, give the Investor written notice of such registration.  Upon the written request of the Investor received by the Company within twenty (20) Trading Days after mailing of such notice by the Company, the Company shall use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that the Investor has requested to be registered; provided that the right of the Investor to have such Registrable Securities so registered shall be subordinated in all respects to the rights of any other holders of registration rights, whether now existing or to be granted in the future.  The Company may grant any registration rights, including registration rights that are superior in priority to the piggy-back registration rights granted to the Investor pursuant to this Section 2.3, to third parties, as it deems to be in its best interest.  Except as otherwise required pursuant to this Agreement, the Company shall have no obligation under this Section 2.3 to make any offering of its securities, or to complete an offering of its securities that it has proposed to make.   The Investor may withdraw its written notice of registration at any time, but such notice may not be reinstated if the twenty (20) day Trading Day period referred to above has expired.

(b)                                  Subject to the provisions of Section 2.3(c) hereof, the amount of Registrable Securities required to be included in the initial Piggy-Back Registration Statement as described in Section 2.3(a) shall be not less than the lesser of (a) the amount of Registrable Securities that the Investor has requested to be so registered and (b) the maximum amount of Registrable Securities which may be included in a Registration Statement without exceeding the Rule 415 Amount.

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(c)                                   In the event that any registration pursuant to this Section 2.3 shall be, in whole or in part, an underwritten public offering of securities of the Company, the number of shares of Registrable Securities to be included in such underwriting may be reduced by the managing underwriter if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Investor in writing of any such reduction.  Notwithstanding the foregoing provisions, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 2.3 without thereby incurring any liability to the Investor or its Affiliates.

2.4                                Expenses of Registration .  Except as specifically provided herein, all Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Sections 2.2 or 2.3 shall be borne by the Company.  All Selling Expenses incurred in connection with any registrations hereunder shall be borne by the holders selling the securities.

2.5                                Shelf Registration Procedures .  In connection with the Company’s registration obligations hereunder with respect to the Shelf Registration Statement, the Company shall:

(a)                                   Not less than ten (10) Trading Days prior to the filing of the Shelf Registration Statement or any related prospectus (“ Prospectus ”) or any amendment or supplement thereto, the Company shall (i) furnish to the Investor and its counsel (“ Investor Counsel ”) copies of such documents proposed to be filed, which documents will be subject to the review of Investor and Investor Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.  The Company shall not file such Shelf Registration Statement or any related Prospectus, amendments or supplements thereto to which the Investor and Investor Counsel shall reasonably object.

(b)                                  (i) Prepare and file with the SEC such amendments, including post-effective amendments, to the Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 under the Securities Act; (iii) respond as promptly as reasonably possible, and in any event within twenty (20) Trading Days, to any comments received from the Commission with respect to the Shelf Registration Statement or any amendment thereto and promptly thereafter provide copies of such response to the Investor; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended methods of disposition by the Investor set forth in the Shelf Registration Statement as so amended or in such Prospectus as so supplemented.

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(c)                                   Notify the Investor within three (3) Trading Days of receipt, and if requested by the Investor, confirm such notice in writing within three (3) Trading Days thereafter, of any of the following events: (i) the Commission notifies the Company of whether it plans to “review” the Registration Statement; (ii) the Commission comments in writing on the Registration Statement (in which case the Company shall deliver to the Investor a true and complete copy of such comments within three (3) Trading Days of receipt, a timeline relating to the proposed drafting of responses within six (6) Trading Days of receipt and of all such written responses); (iii) the Registration Statement or any post-effective amendment thereto is declared effective; (iv) the Commission or any other Federal or state governmental authority requests any amendment or supplement to the Registration Statement or Prospectus or requests additional information related thereto; (v) the Commission issues any stop order suspending the effectiveness of the Registration Statement or if the Company receives notice that the Commission initiates any Proceedings for that purpose; (vi) the Company receives notice of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threat of any Proceeding for such purpose; or (vii) the financial statements included in the Registration Statement become ineligible for inclusion therein or any statement made in the Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision to the Registration Statement, related Prospectus or other document is required so that 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 light of the circumstances under which they were made, not misleading.

(d)                                  Use its best efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(e)                                   Furnish to the Investor and Investor Counsel, without charge, copies of the Registration Statement and each amendment thereto, including financial statements and schedules, and all exhibits to the extent and in such quantity as requested by such Person (excluding those previously furnished or incorporated by reference) within three (3) Trading Days after the filing of such documents with the Commission.

(f)