AMENDMENT NO. 2 to REGISTRATION RIGHTS AGREEMENT

1.   Amendment to Section 2(a), Demand Registration. Section 2(a) of the Registration Rights Agreement is hereby deleted and replaced in its entirety with the following:

(a)            Demand Registration. Subjection to Section 2(h) below, at any time thirty (30) months after the Closing and until the eighth anniversary of the Closing, the Investor may request a single registration under the 1933 Act of the resale of all or any portion of its Registrable Securities (such registration, the “Demand Registration”). The Demand Registration shall be on the registration form selected by the Company among the forms appropriate for the proposed plan of distribution for which the Company is eligible. The request for Demand Registration shall specify the number of Registrable Securities requested to be registered and the intended method of distribution, including an election as to (i) whether the Investor intends to offer and sell the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act, or (ii) whether the Investor intends to request engagement of an underwriter with respect to the Demand Registration and the identity of any underwriters the Investor is recommending (with it being understood that (i) and (ii) are mutually exclusive alternatives).   

2.   Amendment to Section 2 (b) (i), Mandatory Registration. Section 2(b) (i) of the Registration Rights Agreement is hereby deleted and replaced in its entirety with the following:

(i)           The Company shall prepare and file with the SEC, and have declared effective on or before the date thirty (30) months after the Closing, a single Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Restricted Securities) for a secondary or resale offering on a continuous basis pursuant to Rule 415 under the 1933 Act of the Restricted Securities (such registration, the “Mandatory Registration”). Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Restricted Securities.