REGISTRATION RIGHTS AGREEMENT

1.1   Definitions .  For purposes of this Agreement:

(a)   Business Day .  The term “ Business Day ” shall have the meaning set forth in the Warrant Agreement.

(b)   Holders .  The term “ Holders ” means, collectively, the Investor and any other person beneficially owning or owning of record Registrable Securities or any assignee of record of such Registrable Securities to whom rights set forth herein have been duly assigned in accordance with this Agreement (each of whom shall individually be referred to as a “ Holder ”).  Subject to Section 2.4 of this Agreement, if, on any date of determination, there shall be more than one Holder, then with respect to any consent or approval required of the Holders under this Agreement, such consent or approval shall be binding on all Holders if consented to or approved in writing by the Holder or Holders that own Registrable Securities representing a majority of the Registrable Securities held by all such Holders as of such date of determination.

(c)   Law .  The term “ Law ” means any federal, state, local statute, law (including common law), ordinance, regulation, rule, code, injunction, judgment, decree, or order of any governmental authority.

(d)   Registrable Securities .  The term “ Registrable Securities ” means, collectively: (i) the Warrant; (ii) any shares of Common Stock issued or issuable upon exercise of the Warrant; (iii) any other shares of Common Stock now owned or hereafter acquired by a Holder; and (iv) any stock of the Company issued as a dividend or other distribution with respect to the securities referred to in clause (i), (ii) or (iii), in each case until the earlier of (a) such time as such securities have been sold pursuant to an effective registration or pursuant to Rule 144 under the Securities Act, or any successor rule or regulation thereto, or any statute hereafter adopted to replace or to establish the exemption that is now covered by said Rule 144 (“Rule 144”); or (b) such time as (1) the Holder owns less than two percent (2%) of the issued and outstanding shares of Common Stock (after giving effect to the exercise in full of the Warrant and other securities, if any, owned by the Holder that are convertible into or exercisable or exchangeable for shares of Common Stock), and (2) all of the securities of the Company owned by the Holder may be sold pursuant to the provisions of Rule 144 without limitation as to amount or compliance with the manner of sale requirements thereof.

(e)   Registration .  The terms “ register ”, “ registration ” and “ registered ” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended (the “ Securities Act ”), and the declaration or ordering of effectiveness of such registration statement.

(f)   SEC .  The term “ SEC ” means the U.S. Securities and Exchange Commission or any successor agency thereto.

1.2   Demand Registration .

(a)   Request by the Holder .  If the Company shall receive at any time following the three (3) month anniversary of the date hereof a written request from any Holder that the Company file a registration statement under the Securities Act covering the registration of all or any part of the Registrable Securities held by such Holder, provided that the estimated market value of the Registrable Securities to be so registered pursuant to this Section 1.2(a) (together with any other Registrable Securities to be included in such registration pursuant to Section 1.3 ) is at least $7,500,000 in the aggregate (such requested registration, a “ Demand Registration ”), then the Company shall, pursuant to Section 1.5 , effect the registration under the Securities Act of all Registrable Securities that such Holder requests be registered.  Unless otherwise agreed to in writing by the Holder or Holders initiating any Demand Registration, other than Registrable Securities held by Holders, no other securities may be included in any Demand Registration, and in no event shall any securities (other than Registrable Securities) be included in any registration if, as a result thereof, the number of Registrable Securities to be included therein will be limited or reduced in any respect.

(b)   Underwriting .  If any Holder intends to distribute the Registrable Securities covered by its request by means of a registered public offering involving an underwriting, then such Holder shall so advise the Company as a part of its demand made pursuant to Section 1.2(a) .  In such event, such Holder shall select an underwriter that is reasonably acceptable to the Company, and the Company and such Holder shall enter into an underwriting agreement in customary form with such underwriter.

(c)   Maximum Number of Demand Registrations .  The Holders have the right, in the aggregate, to three (3) Demand Registrations pursuant to this Section 1.2 , provided , that the Company will not be obligated to effect more than one Demand Registration in any six (6) month period.

(d)   Demand Withdrawal .  Any Holder may withdraw its Registrable Securities from a Demand Registration at any time.  The Company shall cease all efforts to secure registration and such registration nonetheless shall be deemed a Demand Registration, unless the withdrawal is based on the reasonable determination of the Holder or Holders initiating such Demand Registration that there has been, since the date of such request, a material adverse change in the business or prospects of the Company.

1.3   Piggyback Registration .

(a)   Right to Include Registrable Securities .  If the Company shall determine or be required, at any time following the date hereof, to register any of its shares of Common Stock and file a registration statement with respect thereto under the Securities Act, whether for sale for its own account or for the account of any other person, including for the account of a Holder pursuant to Section 1.2 hereof (other than a registration statement on Form S-4, Form S-8 or any successor or similar form(s), or a registration on any registration form that does not permit the sale of the Registrable Securities), the Company will:

(i)   promptly (but in no event less than five (5) Business Days prior to the anticipated filing date) give to the Holders a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and

(ii)   include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests delivered to the Company by any Holder within five (5) Business Days after receipt of the written notice from the Company described in clause (i) above, except as set forth in Section 1.3(b) or Section 1.3(c) below.

(b)   Underwriting .  If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.3(a)(i) .  In such event, and in the event that any Holder requests to register Registrable Securities pursuant to Section 1.3(a)(ii) , such Holder shall enter into an underwriting agreement in customary form with such underwriter; provided , that such Holder shall only be required to indemnify the underwriters to the extent set forth in Section 1.7(b) hereof; provided , further , that if such Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter.

(c)   Reduction in Offering .  If the managing underwriter or underwriters for a registration pursuant to this Section 1.3 advise the Company and the Holders in writing that the dollar amount or number of Registrable Securities which any Holder desires to sell taken together with all other shares of Common Stock or other securities which the Company desires to sell or otherwise include in such registration (including on behalf of third parties) exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “ Maximum Number of Securities ”), then the Company shall include in such registration:  (i) first, the shares of Common Stock or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (ii) to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities that the Holders desire to sell up to the Maximum Number of Securities, with all Holders having the right to participate therein on a pro rata basis based on the number of Registrable Securities that each such Holder sought to have included therein.

(d)   Postponement or Termination .  The Company may in its sole discretion postpone or terminate the registration subject to this Section 1.3 .

1.4   Fees and Expenses .  The Company shall pay all fees and expenses incident to the performance of its obligations hereunder, including without limitation all filing, registration and qualification fees, printers’ and accounting fees, and expenses and disbursements of counsel for the Company in connection with a registration pursuant hereto. Additionally, the Company shall reimburse the reasonable fees and expenses of one counsel to the Holders within twenty (20) days following the presentation of an invoice to the Company.  Notwithstanding anything herein to the contrary, the Company shall have no obligation to pay any underwriting discounts, selling commissions or transfer taxes attributable to the Registrable Securities being sold by the Holders, which underwriting discounts, selling commissions and transfer taxes shall be borne solely by the Holders.

1.5   Obligations of the Company .  Whenever required to effect the registration of any Registrable Securities under this Agreement, the Company shall, subject to Section 1.3(d) , as promptly as possible (or by such earlier deadline as may be specified below):

(a)   prepare and file with the SEC a registration statement with respect to the Registrable Securities (which shall be, to the extent available, a “shelf ” registration statement (or any comparable or successor form) providing for the registration and the sale on a continuous or delayed basis of the Registrable Securities pursuant to Rule 415) and use its reasonable best efforts to cause the registration statement to become effective as soon as reasonably practicable; provided , however , that the Company shall have the right to defer any request for registration pursuant to Section 1.2(a) for up to sixty (60) days, if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company after consultation with and advice of outside counsel to the Company, it would be materially detrimental to the Company and its stockholders for such a registration statement to be effected at such time; provided , further , however , that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365 day period with respect to a request pursuant to Section 1.2(a) ;

(b)   cause such registration statement to remain effective for the period of time necessary to permit the Holders to dispose of all of their Registrable Securities, with the timing of such sales to be determined by the Holders in their sole discretion; provided , however , such period shall not exceed a sum of two (2) years plus any period during which any such disposition is interfered with by any stop order or injunction of the SEC or any governmental agency or court;

(c)   prior to the filing described above in paragraph (a), furnish to the Holders, no less than five (5) Business Days prior to such filing, copies of the registration statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject to the review of counsel representing the Holders, and use all reasonable best efforts to reflect in each such document when so filed with the SEC such comments as counsel representing the Holders shall reasonably propose;

(d)   file any “free writing prospectus” (as defined in Rule 405 under the Securities Act) that is required to be filed with the SEC in accordance with the Securities Act;

(e)   notify the Holders, promptly after receiving notice thereof, of the time when the registration statement becomes effective or when any amendment or supplement or any prospectus forming a part of the registration statement has been filed;

(f)   notify the Holders promptly of any request by the SEC for the amending or supplementing of the registration statement or prospectus or for additional information;

(g)    (i) advise the Holders after the Company shall receive notice or otherwise obtain knowledge of the issuance of any order by the SEC preventing or suspending the effectiveness of the registration statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose and (ii) promptly use all reasonable best efforts to prevent the issuance, or to obtain its withdrawal at the earliest possible moment, of any stop order with respect to the applicable registration statement or other order suspending the use of any preliminary or final prospectus;

(h)    (i) prepare and file with the SEC such amendments and supplements to the registration statement and the prospectus forming a part thereof as may be necessary to keep the registration statement effective for the period of time necessary to permit the Holders to dispose of all of its Registrable Securities, with the timing of such sales to be determined by the Holders in their sole discretion and (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the registration statement during such period in accordance with the intended methods of disposition by the Holders set forth in the registration statement;

(i)   furnish to each Holder such number of copies of the registration statement, each amendment and supplement thereto, the prospectus included in the registration statement (including such preliminary prospectus) and such other documents as such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities;

(j)   use its reasonable best efforts to register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions as determined by the Holders and the counsel thereto or by the underwriters after consultation with the Company and the Holders, and do any and all other acts and things that may be reasonably necessary or advisable to enable the Holders to consummate the disposition in such jurisdictions of the Registrable Securities; provided , however , that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1.5(j) or subject itself to taxation in any such jurisdiction;

(k)   notify the Holders at any time when a prospectus rel