SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT

Exhibit 10.106

Execution Version

SECURITIES PURCHASE AND REGISTRATION RIGHTS

AGREEMENT

Between

STAR SCIENTIFIC, INC.,

as Issuer,

And

The Investors Set Forth on Schedule I hereto

May 12, 2008

TABLE OF CONTENTS

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This SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is entered into effective as of May 12, 2008 between Star Scientific, Inc., a Delaware corporation (the “ Company ”), and the several investors set forth on Schedule I hereto (each an “ Investor ” and collectively, the “ Investors ”).

WHEREAS, the Company and each Investor desire that Investor will purchase from the Company and the Company will issue and sell to each Investor, upon the terms and conditions set forth in this Agreement: (a) the aggregate amount of shares of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”), set forth next to each Investor’s name on Schedule I hereto, for a per share purchase price of $1.62 per share (the “ Shares ”); and (b) a warrant substantially in the form attached hereto as Exhibit A (the “ Warrant ”), to purchase (i) the amount of shares of Common Stock set forth next to each Investor’s name on Schedule I hereto, (the “Warrant Shares”) and (ii) having an exercise price of $2.00 per Warrant Share (the “ Exercise Price ”), in each of (i) and (ii) subject to the terms of the Warrant; and

WHEREAS, the Investors will have registration rights with respect to the Shares, Warrant Shares and other Registrable Securities (as defined herein) pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Agreement to Sell and Purchase the Shares and Warrant . At the Closing (as defined in Section 2 ), the Company will sell to each Investor, and each Investor will purchase from the Company, upon the terms and subject to the conditions hereinafter set forth, the Shares and the Warrant for the aggregate purchase price set forth opposite each Investor’s name under the heading “ Aggregate Purchase Price ” on Schedule I hereto.

2. Delivery of the Shares and Warrant at Closing . The completion of the purchase, sale and issuance of the Shares and the Warrant (the “ Closing ”) shall occur on the date of this Agreement (the “ Closing Date ”) (or upon such other date as the Company and each Investor shall agree), at the offices of the Company’s counsel. At the Closing, the Company shall issue to each Investor (a) one or more stock certificates, registered in the Investor’s name and address as set forth on Schedule I hereto, representing the Shares and (b) the Warrant issued in the name of the Investor. The Company’s obligation to issue the Shares and the Warrant to each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a wire transfer of immediately available funds to an account designated in writing by the Company, in the full amount of the total purchase price payable by each Investor for the Shares and Warrant Shares that such Investor is hereby agreeing to purchase set forth opposite the name of such Investor under the heading “ Aggregate Purchase Price ” on Schedule I hereto; and (b) the accuracy, in all material respects, of the representations and warranties made by each Investor and the fulfillment, in all material respects, of those undertakings of each Investor to be fulfilled prior to the Closing. Each Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by an Investor (provided that no such waiver shall be deemed given unless in writing and executed by the Investors): (a) receipt by each Investor of a counter-signed copy of this

Agreement executed by the Company; (b) receipt by each Investor of a copy of the Warrant; and (c) the accuracy, in all material respects, of the representations and warranties made by the Company and the fulfillment, in all material respects, of those undertakings of the Company to be fulfilled prior to the Closing.

3. Representations, Warranties and Covenants of the Company . The Company hereby represents and warrants to, and covenants with each Investor, as follows:

3.1 Organization . Each of the Company and its Subsidiaries (as defined in Rule 405 under the Securities Act of 1933, as amended (the “ Securities Act ”)) is duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. Each of the Company and its Subsidiaries has full power and authority to own, operate and occupy its properties and to conduct its business as presently conducted and is registered or qualified to do business and in good standing in each jurisdiction in which it owns or leases property or transacts business and where the failure to be so qualified would have a material adverse effect upon the financial condition or business, operations, assets or prospects of the Company and its Subsidiaries, taken as a whole (a “ Material Adverse Effect ”).

3.2 Due Authorization . The Company has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the Warrant, and has taken all necessary corporate action to enter into and perform this Agreement, to issue the Shares in accordance with the terms of this Agreement, to enter into and perform the Warrant, and to issue the Warrant Shares in accordance with the terms of the Warrant. This Agreement has been, and upon the Closing in accordance with the terms of the Agreement, the Warrant will be, duly authorized, validly executed and delivered by the Company and constitutes, or will constitute, a legal, valid and binding agreement of the Company enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon their issuance in accordance with the terms of this Agreement, the Shares will be duly authorized, validly issued, fully paid and non-assessable, the Warrant will be duly authorized and validly issued and the Warrant Shares will be reserved for issuance and, upon exercise of the Warrant in accordance with its terms, duly authorized, validly issued, fully paid and non-assessable.

3.3 Non-Contravention . The execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant under this Agreement, the performance of the Company’s obligations under this Agreement and each Warrant and the consummation of the transactions contemplated hereby and thereby will not (A) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (i) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries or their respective properties are bound, (ii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (iii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority

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applicable to the Company or any Subsidiary or their respective properties, (B) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is subject, or (C) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of the property or assets of the Company or any Subsidiary is subject, and except in the case of (A)(i), (A)(iii) and (C) as would not reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement, the valid issuance and sale of the Shares and Warrant pursuant to this Agreement, other than such as have been made or obtained, and except for any securities filings required to be made under federal or state securities laws. The valid issuance and sale of the Shares, the Warrant and the Warrant Shares pursuant to this Agreement does not contravene the rules and regulations of the Nasdaq Global Market (the “ Principal Market ”), and the issuance and sale of the Shares, the Warrant and the Warrant Shares does not, individually or together with any previous sales and issuances of Common Stock by the Company, require stockholder approval.

3.4 SEC Filings . Since January 1, 2007, the Company and its Subsidiaries have filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “ Commission ”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”) (collectively, the “ SEC Documents ”). As of each of their respective dates of filing, the SEC Documents complied in all material respects with the requirements of the Securities Act and the 1934 Act and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

3.5 Absence of Certain Change . Except as disclosed in the SEC Documents, since December 31, 2007, there has been no adverse change or adverse development in the

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business, properties, assets, operations, financial condition, prospects, liabilities or results of operations of the Company or its Subsidiaries which to the knowledge of the Company would reasonably be expected to have a Material Adverse Effect.

3.6 Capitalization . As of the date hereof, the authorized capital stock of the Company consists of (i) 135,000,000 shares of Common Stock, of which 89,637,685 shares are issued and outstanding and 19,313,330 shares are issuable and reserved for issuance pursuant to the Company’s stock option plans or securities exercisable or exchangeable for, or convertible into, shares of Common Stock, and (ii) 100,000 shares of preferred stock, of which as of the date hereof no shares are issued. All of such outstanding shares have been, or upon issuance will be, validly issued, fully paid and nonassessable. Except as disclosed in the SEC Documents, as of the date hereof, (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iii) there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, and (iv) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company disclosed in its SEC Documents or has furnished to Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “ Certificate of Incorporation ”), and the Company’s By-laws, as in effect on the date hereof (the “ By-laws ”).

3.7 Conduct of Business/Regulatory Permits .

(a) Neither the Company nor any of its subsidiaries is in violation of or in default under it charter or bylaws or other governing documents. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation to which the Company or Subsidiaries are currently subject, except in all cases for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Common Stock is currently listed for quotation on the Principal Market and Company is not in violation of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market. The Company and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses as currently conducted, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, reasonable be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which has not been fully resolved in favor of the Company.

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4. Representations and Warranties of Investor . Each Investor severally for itself, and not jointly with the other Investors, represents and warrants to, and covenants with, the Company, as follows:

4.1 Due Authorization . Investor has all requisite power, authority and capacity to execute, deliver and perform his obligations under this Agreement, and has taken all necessary corporate, company, partnership or individual action as the case may be to enter and perform this Agreement. This Agreement has been duly authorized and validly executed and delivered by Investor and constitutes a legal, valid and binding agreement of Investor enforceable against Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.2 Non-Contravention . The execution and delivery of this Agreement, the purchase of the Shares and the Warrant under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (A) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (i) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which Investor is a party, (ii) the charter, by-laws or other organizational documents of Investor, as applicable, or (iii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to Investor or his property, or (B) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of Investor or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which Investor is a party or by which any of them is bound or to which any of the property or assets of Investor is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement and the purchase of the Shares and the Warrant by Investor, other than such as have been made or obtained.

4.3 Private Placement . Investor is acquiring the Shares and the Warrant for its own account for investment only and with no present intention of distributing any of the Shares, the Warrant or the Warrant Shares, or any arrangement or understanding with any other persons regarding the public distribution of the Shares, Warrant or Warrant Shares in violation of the Securities Act provided , however , that, subject to the terms and conditions of this Agreement, by making this representation, such Investor does not otherwise agree to hold any of the Shares, Warrant or Warrant Shares for any minimum or other specific term and reserves the right to dispose of the Shares, Warrant or Warrant Shares pursuant a registration statement or exemption

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from registration under the Securities Act. Investor has been advised and understands that neither the Shares, the Warrant nor the Warrant Shares have been registered under the Securities Act or under the “blue sky” or similar laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act and such other laws, if applicable, or, subject to the terms of this Agreement, if an exemption from registration is available. Investor has been advised and understands that the Company, in issuing the Shares and the Warrant, is relying upon, among other things, the representations and warranties of Investor herein in concluding that such issuance is a “private offering” and is exempt from the registration provisions of the Securities Act.

4.4 Certain Trading Activities . Neither Investor nor any of its affiliates has directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with such Investor, engaged in any purchase or sale of Common Stock (including, without limitation, any Short Sales (as defined below) involving the Company’s securities) since the date that such Investor first became aware of the transactions contemplated hereby. For the purposes of this Section, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO adopted under the 1934 Act and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales and other transaction through non-US broker-dealers or foreign regulated brokers having the effect of hedging the securities of the Company or the investment contemplated under this Agreement. Such Investor covenants that neither it, nor any person acting on its behalf or pursuant to any understanding with it, will engage in any transaction in the securities of the Company (including short sales) prior to the Company’s filing with the Commission of a Current Report on Form 8-K or Quarterly Report on Form 10-Q or the issuance of a press release, in each case, reporting this transaction.

4.5 No Advice . Investor understands that nothing in this Agreement or any other materials presented to Investor in connection with the purchase and sale of the Shares and the Warrant constitutes legal, tax or investment advice. Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares and the Warrant.

4.6 Accredited Investor . Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act and is able to bear the risk of his investment in the Shares, Warrant, and Warrant Shares. Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Shares, Warrant and Warrant Shares.

4.7 Limited Representations . Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and its Subsidiaries which have been requested and materials relating to the offer and sale of the Shares, Warrant, and Warrant Shares, which have been requested by Investor. Investor and its advisors, if any, have been afforded the opportunity to ask such questions of the Company as they deem appropriate for purposes of the investment contemplated hereby. Investor acknowledges that the most recent disclosure of the Company’s results is for the fiscal year ended on, and the most recent disclosure of the Company’s financial condition is at December 31, 2007, as reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Commission on March 17, 2008, and that no information

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more recent than such date has been provided to Investor as to the Company’s results, operations, financial condition, business or prospects. Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors, if any, or its representatives shall modify, amend or affect such Investor’s right to rely on the Company’s representations and warranties contained herein. Investor understands that his purchase of the Shares, Warrant and, if applicable, Warrant Shares involves a high degree of risk and that Investor may lose his entire investment in the Shares, the Warrant and if applicable the Warrant Shares, and that Investor can afford to do so without material adverse consequences to its financial condition.

4.8 No Recommendation . Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares, Warrant or Warrant Shares or the fairness or suitability of an investment in the Shares, Warrant or Warrant Shares nor have such authorities passed upon or endorsed the merits thereof.

4.9 Restrictive Legend . The Company shall issue the Warrant and certificates for the Shares and, if applicable, Warrant Shares to Investor with a legend as described in Section 6 below. Investor covenants that, in connection with any transfer of Shares or Warrant Shares pursuant to the registration statements contemplated by Section 5 hereof, Investor will comply with the applicable prospectus delivery requirements of the Securities Act, provided that copies of a current prospectus relating to such effective registration statements are or have been supplied to Investor.

4.10 Residence . Investor is a resident of the jurisdiction set forth next to Investor’s name on Schedule I hereto.

4.11 No Market . Investor understands that the Shares are and, upon exercise of the Warrant, the Warrant Shares will be restricted securities and that there is no public trading market for the Warrant, that none is expected to develop, and that the Shares, Warrant and Warrant Shares must be held indefinitely unless and until the resale of such Shares, Warrant or Warrant Shares is registered under the Securities Act or, subject to the terms and conditions of this Agreement, an exemption from registration is available. Investor has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act.

4.12 No Commissions . Investor has taken no action which would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments by the Company or Investor relating to this Agreement or the transactions contemplated hereby.

4.13 Transactional Exemption . Investor understands that the Shares, Warrant and Warrant Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth herein in order to determine the availability of such exemptions and the suitability of Investor to acquire the Shares, Warrant and Warrant Shares.

4.14 Transfer or Resale . Investor understands that except as provided in Section 5 hereof: (i) the Shares and Warrant Shares have not been and are not being registered

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under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Investor shall have delivered to the Company and its transfer agent an opinion of counsel, in a form reasonably acceptable to the Company and its transfer agent, to the effect that the Shares and Warrant Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Investor provides the Company and its transfer agent with assurance reasonably acceptable to the Company and its transfer agent that such Shares and Warrant Shares can be sold, assigned or transferred without restriction pursuant to Rule 144 promulgated under the Securities Act, as amended, (or a successor rule thereto) (“ Rule 144 ”); (ii) any sale of the Shares or Warrant Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Shares or Warrant Shares under circumstances in which the seller may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Commission thereunder; and (iii) except as set forth herein, neither the Company nor any other person is under any obligation to register the Shares or Warrant Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Shares or Warrant Shares may be pledged in connection with a bona fide margin account or other loan secured by the Shares or Warrant Shares; provided, that in order to make any sale, transfer or assignment of Shares or Warrant Shares, such Investor and its pledgee makes such disposition in accordance with or pursuant to a registration statement or an exemption under the Securities Act and that such pledge will not alter the provisions of this Section 6.1 with respect to the removal of legends.

4.15 Certain Information . Except such information as will be disclosed pursuant to Section 6.3 hereof, as of the date hereof, the Company has not provided nor does the Company have knowledge that Investor is in possession of, material nonpublic information.

4.16 S-3 Eligibility . The Company currently meets the “registrant eligibility” requirements set forth in the general instructions to Form S-3 to enable the registration of the resale of the Shares and Warrant Shares by the Investors.

5. Registration Rights

5.1 Certain Definitions .

“ Holder ” and “ Holders ” shall include Investor and any transferee or transferees of Registrable Securities to whom the registration rights conferred by this Agreement have been transferred in compliance with this Agreement.

The terms “ register ,” “ registered ” and “ registration ” shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement.

“ Registrable Securities ” shall mean: (i) the Shares and Warrant Shares issued or issuable to each Holder (a) with respect to the Warrant Shares, upon exercise of the Warrant, (b)

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upon any distribution with respect to, any exchange for or any replacement of such Shares or Warrant, or (c) upon any conversion, exercise or exchange of any securities issued in connection with any such distribution, exchange or replacement; (ii) securities issued or issuable upon any stock split, stock dividend, recapitalization or similar event with respect to the foregoing; and (iii) any other security issued as a dividend or other distribution with respect to, in exchange for or in replacement of the securities referred to in the preceding clauses, except that any such Shares, Warrant Shares or other securities shall cease to be Registrable Securities when (x) they have been sold to the public or (y) they may be sold by the Holder thereof without restriction pursuant to Rule 144.

“ Registration Expenses ” shall mean all expenses to be incurred by the Company in connection with each Holder’s registration rights under this Agreement (such amount not to exceed $5000 in the aggregate), including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, and blue sky fees and expenses, reasonable fees and disbursements of counsel to Holders (using a single counsel selected by a majority in interest of the Holders) for a review of the Registration Statements and related documents, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company).

“ Selling Expenses ” shall mean all underwriting discounts, selling commissions and transfer taxes applicable to the sale of Registrable Securities and all fees and disbursements of counsel for Holders not included within “Registration Expenses”.

5.2 Registration Requirements . The Company shall use its reasonable best efforts to effect the registration of the resale of the Registrable Securities (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the resale of all the Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the Holder. Such reasonable best efforts by the Company shall include, without limitation, the following:

(a) The Company shall, as expeditiously as possible:

(i) But in any event within 60 days of the Closing, prepare and file a registration statement with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or in the event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act provided that such other form shall be converted into an S-3 promptly after Form S-3 becomes available to the Company) covering resales by the Holders as selling stockholders (not underwriters) of the sum of (A) the Shares and (B) the Warrant Shares issuable upon full exercise of the Warrants (the “ Initial Registration Statement ”). The Company shall use its reasonable best efforts to cause such Initial Registration Statement and other filings to be declared effective as soon as possible, and in any event prior to 120 days (or, if the Commission elects to review the Registration Statement, 180 days) following the Closing.

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(ii) But in any event within 180 calendar days of the date the Initial Registration Statement is declared effective by the Commission (the “Second Filing Date”), prepare and file a registration statement with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or in the event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act provided that such other form shall be converted into an S-3 promptly after Form S-3 becomes available to the Company) covering resales by the Holders as selling stockholders (not underwriters) of any remaining Registrable Securities (the “ Subsequent Registration Statement ” and together with the Initial Registration Statement, the “ Registrations Statements ”). The Company shall use its reasonable best efforts to cause such Additional Registration Statement and other filings to be declared effective as soon as possible, and in any event prior to 120 days (or, if the Commission elects to review the Registration Statement, 180 days) following the Second Filing Date.

(iii) Without limiting the foregoing, the Company will promptly respond to all Commission comments, inquiries and requests, and shall request acceleration of effectiveness of the Registration Statements at the earliest possible date. The Company shall provide the Holders reasonable opportunity to review the portions of any such Registration Statements or amendment or supplement thereto containing disclosure regarding the Holders prior to filing.

(iv) Prepare and file with the Commission such amendments and supplements to such Registration Statements and the prospectus used in connection with such Registration Statements as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statements and notify the Holders of the filing and effectiveness of such Registration Statements and any amendments or supplements.

(v) Furnish to each Holder such numbers of copies of a current prospectus conforming with the requirements of the Act, copies of the Registration Statements, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as such Holder may reasonably require in order to facilitate the disposition of Registrable Securities owned by such Holder.

(vi) Register and qualify the securities covered by such Registration Statements under the securities or “blue sky” laws of all domestic jurisdictions, to the extent required; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(vii) Notify each Holder immediately of the happening of any event (but not the substance or details of any such events unless specifically requested by a Holder) as a result of which the prospectus (including any supplements thereto or thereof) included in such Registration Statements, as then in effect, includes an untrue statement of 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 use its reasonable best efforts to promptly update and/or correct such prospectus.

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(viii) Notify each Holder immediately of the issuance by the Commission or any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the threat or initiation of any proceedings for that purpose. The Company shall use its reasonable best efforts 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.

(ix) Permit counsel to the Holders to review the Registration Statements and all amendments and supplements thereto within a reasonable period of time (but not less than two (2) full days on which there is trading on the Principal Market or such other market or exchange on which the Common Stock is then principally traded) prior to each filing and will not request acceleration of the Registration Statements without prior notice to such counsel.

(x) List the Registrable Securities covered by such Registration Statements on the Principal Market, exchange and/or market on which the Common Stock is then listed and prepare and file any required filings with such principal market or exchange, and shall maintain such listing of the Common Stock and all Registrable Securities from time to time issuable under the terms of this Agreement and the Warrant on the Principal Market, exch