REGISTRATION RIGHTS AGREEMENT

“Act” means the US Securities Act of 1933, as amended from time to time.

“Affiliate” of a person means any other person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the first person; and for this purpose the term “control” and its derivatives means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting equity interests, as trustee or executor, by contract or credit arrangements or otherwise.

“Business Day” means a day, other than a Sunday, Friday or Saturday, on which banks in New York City are open for the general transaction of business.

1.7

“Holder” shall mean Gutman and any Permitted Transferee and any successor to Registrable Securities by operation of law.

“Permitted Transferee” of a person is any family member or Affiliate of that person.

“person” means any of the following: individual, corporation, company, limited liability company, sole proprietorship, joint venture, partnership, trust, estate, unincorporated organization, association, or other entity.

“pro rata” shall mean allocation of a limited quantity among several participants, proportional to the number of securities of the Company held by each participant prior to such allocation.

“Prospectus” shall mean (i) any preliminary or final prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 163 under the Act.

“Register”, “registered” and “registration” refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document.

“Registrable Securities” shall mean the Shares and any other securities to be issued to the Holder by virtue of the Shares.

“Registration Statement” shall mean any Registration Statement of the Company filed under the Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

“SEC” means the US Securities and Exchange Commission.

2.2.1

During the Registration Period, whenever the Company proposes to file a Registration Statement covering any of its securities for its own account or for the account of any other person (other than a Registration Statement on Form S-4, S-8 or any equivalent or successor forms), it shall give notice to the Holder of such intention. Upon the written request of the Holder, given within twenty (20) days after receipt of any such notice, the Company shall include in such registration all of the Registrable Securities indicated in such request, so as to permit the disposition of such Registrable Securities in the manner requested by the Holder.

2.2.2

In the event described in section 2.2.1 above, if the SEC, the lead underwriter (in case of an underwritten registration) or the lead placement agent (in case of a “best efforts” registered direct offering) requires the Company to limit the number of its securities being registered under such Registration Statement, then there shall be excluded from such registration Registrable Securities held by the Holder and registrable securities that are held by other shareholders of the Company who are entitled to have their shares included in such registration (but not shares of Common Stock to be issued by the Company to the public), pro rata among them, to the extent necessary to satisfy such limitation.

2.2.3

The Company shall have the right at any time, after giving notice to the Holder, to elect not to file any Registration Statement proposed to be filed under Section 2.2.1 above.

2.2.4

For the purposes of clarity, if the Holder elects to piggyback a registration for the account of the Company or for the account of any other person, and if such registration is not underwritten, the Holder shall not have the right to demand that such registration be part of an underwritten offering.

Suspension:

3.1

prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the applicable periods and to comply with the provisions of the Act and the Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby.

3.2

furnish to the Holder: (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than four (4) Business Days after the filing date, receipt date or sending date, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement if and to the extent the Company deems such information to be applicable to the Holder (other than any portion thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as the Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Holder that are covered by the related Registration Statement.

3.3

furnish to the Company’s transfer agent (with a copy to the Holder, at its request), within five (5) Business Days of the date that the Registration Statement with respect to such securities becomes effective: (i) a copy of 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; and if required (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants in such circumstances.

3.4

use commercially reasonable efforts to: (i) prevent the issuance of any stop order or other suspension of effectiveness and; and (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment.

3.5

use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed.

3.6

immediately notify the Holder, at any time prior to the end of the period of effectiveness, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 then existing, and promptly prepare, file with the SEC and furnish to the Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 existing.

3.7

With a view to making available to the Holder the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Holder to sell shares of Common Stock to the public without registration, the Company covenants and agrees to use its commercially reasonable efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Registrable Securities may be resold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; and (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act; and (iii) furnish to the Holder, so long as the Holder owns Registrable Securities, forthwith upon request (A) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after one hundred and twenty (120) days after the effective date of the first Registration Statement filed by the Company), the Act and the Exchange Act (at any time after it has become subject to such reporting requirements) and (B) such other information as may be reasonably requested in order to avail the Holder of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.

5.1

The Holder shall furnish in writing to the Company such information regarding himself, the Registrable Securities held by him and the intended method of disposition of the Registrable Securities held by him, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Holder of the information the Company requires from the Holder to have any of the Registrable Securities included in the Registration Statement. The Holder shall provide such information to the Company at least five (5) Business Days prior to the first anticipated filing date of such Registration Statement to have any of the Registrable Securities included in the Registration Statement.

5.2

The Holder, by his acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder.

5.3

The Holder agrees that, upon receipt of any notice from the Company of either: (i) the commencement of the applicable suspension pursuant to Section 2.5 above, or (ii) the happening of an event pursuant to Section 3.6 hereof, the Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Holder is advised by the Company that such dispositions may again be made.

5.4

The Holder represents, warrants and covenants that he is not engaged and will not be engaged in (i) any “short sales” (as such term is defined in Rule 200 promulgated under the Exchange Act) of the Registrable Securities, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of shares of Common Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Registrable Securities; or (ii) any hedging transaction which establishes a net short position with respect to the Registrable Securities.

6.1

Indemnification by the Company. The Company will indemnify and hold harmless the Holder and his directors, officers, agents and consultants (each an “Indemnified Party”) against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus, or any amendment or supplement thereof; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”); (iii) 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; (iv) any violation or alleged violation by the Company or its agents of any rule or regulation promulgated under the Act or any other law applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration; or (v) any failure or alleged failure to register or qualify the Registrable Securities included in any such Registration in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on the Holder’s behalf; and the Company will reimburse the Holder and each Indemnified Party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by the Holder in writing specifically for use in such Registration Statement or Prospectus; or (ii) the use of an outdated or defective Prospectus after the Company has notified the Holder in writing that the Prospectus is outdated or defective pursuant to Section 2.5 or Section 3.6 above.

For the avoidance of doubt, the provisions of this Section 6.1 will remain in full force and effect and survive the sale by the Holder of the Registrable Securities covered by a Registration Statement.

6.2

Indemnification by the Holder. the Holder agrees to indemnify and hold harmless the Company, its directors, officers, employees, agents, successors and assigns, and each person who controls the Company (within the meaning of the Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is contained in information furnished in writing by the Holder to the Company specifically for inclusion in such Registration Statement or preliminary Prospectus or Prospectus or amendment or supplement thereto. In no event shall the liability of the Holder be greater in amount than the dollar amount of the proceeds (net of all expense paid by the Holder in connection with any claim relating to this Section 6 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

For the avoidance of doubt, the provisions of this Section 6.2 will remain in full force and effect and survive the sale by the Holder of the Registrable Securities covered by a Registration Statement.