WWW.EXFILE.COM, INC. -- 14090 -- MATRITECH, INC. -- EXHIBIT 4.3 TO FORM 8-K


    EXHIBIT
      4.3

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
      dated
      as of January 13, 2006, is made by and among Matritech, Inc., a corporation
      organized under the laws of the State of Delaware (the “Company”),
      and
      the undersigned (together with their affiliates, the “Initial
      Investors”). 

    


    BACKGROUND

    


    A.  In
      connection with that certain Securities Purchase Agreement dated as of
      January 13, 2006 by and among the Company and the Initial Investors (the
“Securities
      Purchase Agreement”),
      the
      Company has agreed, upon the terms and subject to the conditions contained
      therein, to issue and sell to the Initial Investors (i) senior secured
      convertible promissory notes (the “Notes”)
      that
      are convertible into shares of the Company’s common stock, par value $0.01 per
      share (the “Common
      Stock”),
      upon
      the terms and subject to the limitations and conditions set forth in the Notes,
      and (ii) warrants (the “Warrants”)
      to
      acquire shares of Common Stock. The shares of Common Stock issuable upon
      conversion or amortization of the Notes, or otherwise pursuant to the Notes,
      are
      referred to herein as the “Conversion
      Shares”
and
      the
      shares of Common Stock issuable upon exercise of or otherwise pursuant to the
      Warrants are referred to herein as the “Warrant
      Shares.”

    


    B.  To
      induce
      the Initial Investors to execute and deliver the Securities Purchase Agreement,
      and to consummate the transactions contemplated thereby, the Company has agreed
      to provide certain registration rights under the Securities Act of 1933, as
      amended, and the rules and regulations thereunder, or any similar successor
      statute (collectively, the “Securities
      Act”),
      and
      applicable state securities laws.

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants contained
      herein and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Company and the Initial Investors, intending
      to be legally bound, hereby agree as follows:

    


    1.  DEFINITIONS.

     

    (a)  As
      used in
      this Agreement, the following terms shall have the following
      meanings:

     

    (i)  “Initial
      Registrable Shares”
means
      the number of Registrable Shares equal to the sum of (a) the number of
      Conversion Shares issuable upon conversion of the Notes based upon the
      Conversion Price (as defined in the Notes) as of the Closing Date (without
      giving effect to any limitations on conversion contained in Article IX of the
      Notes) and (b) the number of Warrant Shares issuable upon exercise of the
      Warrants (without giving effect to any limitations on exercise contained in
      Section 3(c) of the Warrants).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (ii)  “Investor”
means
      the Initial Investors and any transferees or assignees who agree to become
      bound
      by the provisions of this Agreement in accordance with Section 10
      hereof.

     

    (iii)  “register,”
      “registered,”
and
      “registration”
refer
      to
      a registration effected by preparing and filing a Registration Statement or
      Statements in compliance with the Securities Act and pursuant to Rule 415 under
      the Securities Act or any successor rule providing for offering securities
      on a
      continuous basis (“Rule
      415”),
      and
      the declaration or ordering of effectiveness of such Registration Statement
      by
      the United States Securities and Exchange Commission (the “SEC”).

     

    (iv)  “Registrable
      Securities”
means
      (a) the Conversion Shares, (b) the Warrant Shares, and (c) any shares of capital
      stock issued or issuable, from time to time, as interest on or in exchange
      for,
      as payment for, or otherwise with respect to any of the foregoing (including
      the
      Notes and the Warrants), whether as default payments, on account of
      anti-dilution or other adjustments or otherwise, provided, that, a security
      shall cease to be a Registrable Security upon (A) sale pursuant to a
      Registration Statement or Rule 144 under the Securities Act, or (B) such
      security becoming eligible for sale by the Investors pursuant to Rule
      144(k).

     

    (v)  “Registration
      Statement”
means
      a
      registration statement of the Company under the Securities Act.

     

    (b)  Capitalized
      terms used herein and not otherwise defined herein shall have the respective
      meanings set forth in the Securities Purchase Agreement.

     

    2.  REGISTRATION.

     

    (a)  Mandatory
      Registration.
      The
      Company shall prepare promptly and file with the SEC as soon as practicable,
      but
      in no event later than the forty-fifth (45th)
      day
      following the date hereof (the “Filing
      Date”),
      a
      Registration Statement on Form S-3 (or, if Form S-3 is not then available,
      on
      such form of Registration Statement as is then available to effect a
      registration of all of the Initial Registrable Securities, subject to the
      consent of the Initial Investors) covering the resale of the Initial Registrable
      Securities. The Registration Statement filed hereunder, to the extent allowable
      under the Securities Act and the Rules promulgated thereunder (including Rule
      416), shall state that such Registration Statement also covers such
      indeterminate number of additional shares of Common Stock as may become issuable
      upon conversion of the Notes and exercise of the Warrants to prevent dilution
      resulting from stock splits, stock dividends or similar transactions. The
      Registrable Securities included on the Registration Statement shall be allocated
      among the Investors as set forth in Section 11(k) hereof. The Registration
      Statement (and each amendment or supplement thereto, and each request for
      acceleration of effectiveness thereof) shall be provided to (and subject to
      the
      approval of) the Required Holders (as defined in the Securities Purchase
      Agreement) prior to its filing or other submission. For purposes of all
      provisions of this Agreement, any document publicly available on the SEC’s EDGAR
      system shall be considered to have been validly “furnished,” “delivered” or
“provided” to the Required Holders.

     

    
      
         

      

      
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    (b)  Payments
      by the Company.
      The
      Company shall use its best efforts to cause the Registration Statement required
      to be filed pursuant to Section 2(a) hereof to become effective as soon as
      practicable, but in no event later than (i) the one hundred twentieth
      (120th)
      day
      following the date hereof in the event that there is no SEC review of the
      Registration Statement, or (ii) the one hundred fiftieth (150th)
      day
      following the date hereof in the event that the SEC reviews the Registration
      Statement (such date, the “Registration
      Deadline”).
      At the
      time of effectiveness, the Company shall ensure that such Registration Statement
      covers the Initial Registrable Securities, including, if necessary, by filing
      an
      amendment prior to the effective date of the Registration Statement to increase
      the number of Registrable Securities covered thereby. If (i) (A) the
      Registration Statement required to be filed pursuant to Section 2(a) hereof
      is
      not filed with the SEC prior to the Filing Date or declared effective by the
      SEC
      on or before the Registration Deadline or (B) any Registration Statement
      required to be filed pursuant to Section 3(b) hereof is not declared effective
      by the SEC on or before the sixtieth (60th)
      day
      following the applicable Registration Trigger Date (as defined in Section 3(b)
      below), or (ii) if, after any such Registration Statement has been declared
      effective by the SEC, sales of any of the Registrable Securities required to
      be
      covered by such Registration Statement (including any Registrable Securities
      required to be registered pursuant to Section 3(b) hereof, (but specifically
      excluding Warrant Shares) cannot be made pursuant to such Registration Statement
      (by reason of a stop order or the Company’s failure to update the Registration
      Statement or for any other reason outside the control of the Investors) and
      such
      failure is not cured by the Company within two (2) trading days after notice
      thereof) or (iii) the Common Stock is not listed or included for quotation
      on
      the Nasdaq Capital Market (the “SmallCap
      Market”),
      the
      Nasdaq National Market (the “National
      Market”),
      the
      New York Stock Exchange (the “NYSE”)
      or the
      American Stock Exchange (the “AMEX”)
      at any
      time after the Registration Deadline hereunder, then the Company will make
      payments to each Investor in such amounts and at such times as shall be
      determined pursuant to this Section 2(b) as partial relief for the damages
      to
      the Investors by reason of any such delay in or reduction of their ability
      to
      sell the Registrable Securities (which remedy shall not be exclusive of any
      other remedies available at law or in equity). In the event that any payment
      becomes due from the Company under the preceding sentence, the Company shall
      pay
      to each Investor cash in the amount of (x) the aggregate principal balance
      of
      the Notes owned by such Investor then outstanding (including, for this purpose,
      any principal balance of any Notes that have been converted into Conversion
      Shares then held by such Investor as if such Notes had not been so converted),
      multiplied by (y) fifteen thousandths (.015), for each 30 day period (or portion
      thereof), (A) after the Filing Date and prior to the date the Registration
      Statement is filed with the SEC pursuant to Section 2(a), (B) after the
      Registration Deadline and prior to the date the Registration Statement filed
      pursuant to Section 2(a) is declared effective by the SEC, (C) after the
      sixtieth (60th)
      day
      following a Registration Trigger Date and prior to the date the Additional
      Registration Statement (as hereinafter defined) or the Registration Statement
      filed pursuant to Section 3(b) hereof is declared effective by the SEC, and
      (D)
      during which sales of any Registrable Securities (excluding the Warrant Shares)
      cannot be made pursuant to any such Registration Statement after the
      Registration Statement has been declared effective or the Common Stock is not
      listed or included for quotation on the SmallCap Market, the National Market,
      NYSE or AMEX; provided,
      however,
      that,
      for purpose of calculating the payment amount owed to any given Investor, there
      shall be excluded from each such period any delays which are solely attributable
      to changes required by such Investor in the Additional Registration


     

    
      
         

      

      
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    Statement
      or the Registration Statement with respect to information relating to such
      Investor, including, without limitation, changes to the Plan of Distribution
      (as
      defined below), other than any corrections of Company mistakes with respect
      to
      information previously provided by such Investor. In the event that, after
      a
      Registration Statement covering the resale of the Warrant Shares has become
      effective, such Registration Statement is no longer effective or the Common
      Stock is not listed or included for quotation on the SmallCap Market, the
      National Market, the NYSE or the AMEX, then (a) the Holder shall be entitled
      to
      use the cashless exercise provisions of the Warrants to exercise its Warrants
      in
      whole or in part, (b) no monetary penalty shall be payable pursuant to this
      Section 2(b) with respect to the Warrants or the Warrant Shares, and (c) upon
      a
      Default Event (as defined in Section 11(i) of the Warrants) the Holder shall
      have the rights set forth in Section 11(i) of the Warrants. Except for the
      Additional Warrant Shares issuable to a Holder as set forth in Section 11(i)
      of
      the Warrants, all amounts required to be paid in cash hereunder shall be paid
      within five days after the end of each period that gives rise to such
      obligation, provided that, if any such period extends for more than thirty
      (30)
      days, interim payments shall be made for each such 30 day period. 

     

    (c)  Eligibility
      for Form S-3.
      The
      Company represents and warrants that it meets the requirements for the use
      of
      Form S-3 for registration of the resale by the Initial Investors and any other
      Investor of the Registrable Securities and the Company shall file all reports
      and statements required to be filed by the Company with the SEC in a timely
      manner so as to thereafter maintain such eligibility for the use of Form
      S-3.

     

    3.  OBLIGATIONS
      OF THE COMPANY.

     

    In
      connection with the registration of the Registrable Securities, the Company
      shall have the following obligations:

     

    (a)  The
      Company shall respond promptly to any and all comments made by the staff of
      the
      SEC to any Registration Statement required to be filed hereunder, and shall
      submit to the SEC, before the close of business on the business day immediately
      following the business day on which the Company learns (either by telephone
      or
      in writing) that no review of such Registration Statement will be made by the
      SEC or that the staff of the SEC has no further comments on such Registration
      Statement, as the case may be, a request for acceleration of the effectiveness
      of such Registration Statement to a time and date as soon as practicable. The
      Company shall keep such Registration Statement effective pursuant to Rule 415
      at
      all times until such date as is the earlier of (i) the date on which all of
      the
      Registrable Securities have been sold and (ii) the date on which all of the
      Registrable Securities may be immediately sold to the public without
      registration or restriction pursuant to Rule 144(k) (assuming for this purpose
      that the Warrants have been exercised pursuant to Section 3(d) (“cashless
      exercise”) thereof ) under the Securities Act or any successor provision (the
“Registration
      Period”),
      which
      Registration Statement (including any amendments or supplements thereto and
      prospectuses contained therein and all documents incorporated by reference
      therein) (A) shall comply in all material respects with the requirements of
      the
      Securities Act and the rules and regulations of the SEC promulgated thereunder
      and (B) shall not contain any 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. The financial statements of the Company
      included in any such Registration Statement or incorporated by 

     

    
      
         

      

      
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    reference
      therein (x) shall comply as to form in all material respects with the applicable
      accounting requirements and the published rules and regulations of the SEC
      applicable with respect thereto, (y) shall be prepared in accordance with U.S.
      generally accepted accounting principles, consistently applied during the
      periods involved (except as may be otherwise indicated in such financial
      statements or the notes thereto or, in the case of unaudited interim statements,
      to the extent they may not include footnotes or may be condensed on summary
      statements) and (z) fairly present in all material respects the consolidated
      financial position of the Company and its consolidated subsidiaries as of the
      dates thereof and the consolidated results of their operations and cash flows
      for the periods then ended (subject, in the case of unaudited statements, to
      immaterial year-end adjustments).

     

    (b)  The
      Company shall (i) prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to any Registration Statement
      required to be filed hereunder and the prospectus used in connection with any
      such Registration Statement as may be necessary to keep such Registration
      Statement effective at all times during the Registration Period, (ii) file
      such
      additional registration statements (the "Additional
      Registration Statements")
      as may
      be necessary to cover any Registrable Securities not included as Initial
      Registrable Securities, and (iii) during the Registration Period, comply with
      the provisions of the Securities Act with respect to the disposition of all
      Registrable Securities of the Company covered by any such Registration Statement
      until such time as all of such Registrable Securities have been disposed of
      in
      accordance with the intended methods of disposition by the seller or sellers
      thereof as set forth in such Registration Statement. Unless the context
      otherwise requires, the term "Registration Statement" shall also be deemed
      to
      include "Additional Registration Statement". In the event that (i) the
      Additional Registration Statements are not filed on or before the later of
      (A)
      in the case of the filing of an Additional Registration Statement being
      triggered by approval by the Borrower’s stockholders of the Stockholders
      Proposals (as defined in the Securities Purchase Agreement), five (5) trading
      days or in the case of the filing of an Additional Registration Statement being
      triggered by some other event, fifteen (15) trading days, or (B) 3 trading
      days
      after receipt of all information from the holders of Registrable Securities
      required to be included in such Registration Statement or (ii) the number of
      shares available under a Registration Statement filed pursuant to this Agreement
      is, for any five (5) consecutive trading days (the last day of each of such
      five
      (5) trading days periods being the “Registration
      Trigger Date”),
      insufficient to cover the Registrable Securities then issued or issuable upon
      conversion of the Notes (without giving effect to any limitations on conversion
      contained in Article IX of the Notes) and exercise of the Warrants (without
      giving effect to any limitations on exercise contained in Section 3(c) of the
      Warrants), the Company shall provide each Investor written notice of such
      Registration Trigger Date within three business days thereafter and shall amend
      the Registration Statement, or file a new Registration Statement (on the short
      form available therefor, if applicable), or both, so as to cover the Registrable
      Securities issued or issuable upon conversion of the Notes (without giving
      effect to any limitations on conversion contained in Article IX of the Notes)
      or
      exercise of the Warrants (without giving effect to any limitations on exercise
      contained in Section 3(c) of the Warrants) as of the Registration Trigger Date,
      in each case, as soon as practicable, but in any event within 15 days after
      the
      Registration Trigger Date, (or within five (5) trading days in the event the
      Registration Trigger Date results from approval by the Borrower’s stockholders
      of the Stockholder Proposals) or if later, within 3 trading days after receipt
      of all information from the holders of Registrable Securities required to be
      included 

     

    
      
         

      

      
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    in
      such
      Registration Statement. The Company shall cause such amendment(s) and/or new
      Registration Statement(s) to become effective as soon as practicable following
      the filing thereof. In the event the Company fails to obtain the effectiveness
      of any such Registration Statement within 60 days after a Registration Trigger
      Date, each Investor shall thereafter have the option, exercisable in whole
      or in
      part at any time and from time to time by delivery
      of a written notice to the Company (a “Mandatory
      Repayment Notice”),
      to
      require the Company to repay in cash such portion of the principal balance,
      plus
      accrued interest, of such Investor’s Notes at a 15% premium over the portion of
      the principal balance, plus accrued interest, being so repaid such that,
      following such repayment, the total number of Registrable Securities included
      on
      the Registration Statement for resale by such Investor is at least equal to
      the
      Registrable Securities issued or issuable upon conversion of such Investor’s
      Notes (without giving effect to any limitations on conversion contained in
      the
      Notes) and exercise of such Investor’s Warrants (without giving effect to any
      limitation on exercise contained in the Warrants). If the Company fails to
      repay
      any of such Notes within five business days after its receipt of a Mandatory
      Repayment Notice, then such Investor shall be entitled to the remedies provided
      for an Event of Default in Article IV of the Notes.

     

    (c)  The
      Company shall furnish to each Required Holder whose Registrable Securities
      are
      included in a Registration Statement and such Required Holder's legal counsel,
      if identified to the Company as such (i) promptly after the same is prepared
      and
      publicly distributed, filed with the SEC or received by the Company, as
      applicable, one copy of the Registration Statement and any amendment thereto,
      each preliminary prospectus and prospectus and each amendment or supplement
      thereto, and, in the case of the Registration Statement required to be filed
      pursuant to Section 2(a), each letter written by or on behalf of the Company
      to
      the SEC or the staff of the SEC (including, without limitation, any request
      to
      accelerate the effectiveness of the Registration Statement or amendment
      thereto), and each item of correspondence from the SEC or the staff of the
      SEC,
      in each case relating to the Registration Statement (other than any portion
      thereof that contains information for which the Company has sought confidential
      treatment), (ii) to each Investor whose Registrable Securities are included
      in a
      Registration Statement promptly after the date of effectiveness of the
      Registration Statement or any amendment thereto, a notice stating that the
      Registration Statement or amendment has been declared effective, and (iii)
      to
      each Investor whose Registrable Securities are included in a Registration
      Statement such number of copies of a prospectus, including a preliminary
      prospectus, all amendments and supplements thereto and all such other documents
      as such Investor may reasonably request in order to facilitate the disposition
      of the Registrable Securities owned by such Investor.

     

    (d)  The
      Company shall use its best efforts to (i) register and qualify the Registrable
      Securities covered by any Registration Statement under such other securities
      or
“blue sky” laws of such jurisdictions in the United States as each Investor who
      holds Registrable Securities being offered reasonably requests, (ii) prepare
      and
      file in those jurisdictions such amendments (including post-effective
      amendments) and supplements to such registrations and qualifications as may
      be
      necessary to maintain the effectiveness thereof during the Registration Period,
      (iii) take such other actions as may be necessary to maintain such registrations
      and qualifications in effect at all times during the Registration Period, and
      (iv) take all other actions reasonably necessary or advisable to qualify the
      Registrable Securities for sale in such jurisdictions; provided,
      however,
      that the
      Company shall not be required in connection therewith or as a 

     

    
      
         

      

      
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    condition
      thereto to (A) qualify to do business in any jurisdiction where it would not
      otherwise be required to qualify but for this Section 3(d), (B) subject itself
      to general taxation in any such jurisdiction, (C) file a general consent to
      service of process in any such jurisdiction, (D) provide any undertakings that
      cause the Company undue expense or burden, or (E) make any change in its
      Certificate of Incorporation or Bylaws, which in each case the Board of
      Directors of the Company determines to be contrary to the best interests of
      the
      Company and its stockholders.

     

    (e)  As
      promptly as practicable after becoming aware of such event, the Company shall
      (i) notify each Investor by telephone and facsimile of the happening of any
      event, as a result of which the prospectus included in any Registration
      Statement that includes Registrable Securities held by such Investor, as then
      in
      effect, includes an untrue statement of a material fact or omits to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading, and (ii) promptly prepare a supplement or amendment
      to
      such Registration Statement to correct such untrue statement or omission, and
      deliver such number of copies of such supplement or amendment to each Investor
      as such Investor may reasonably request.

     

    (f)  The
      Company shall use its best efforts (i) to prevent the issuance of any stop
      order
      or other suspension of effectiveness of any Registration Statement that includes
      Registrable Securities, and, if such an order is issued, to obtain the
      withdrawal of such order at the earliest practicable moment (including in each
      case by amending or supplementing such Registration Statement), and (ii) to
      notify each Investor who holds Registrable Securities being sold of the issuance
      of such order and the resolution thereof (and if such Registration Statement
      is
      supplemented or amended, deliver such number of copies of such supplement or
      amendment to each Investor as such Investor may reasonably
      request). 

     

    (g)  The
      Company shall permit a single firm of counsel designated by the Initial
      Investors to review any Registration Statement required to be filed hereunder
      and all amendments and supplements thereto a reasonable period of time prior
      to
      its filing with the SEC, and not file any document in a form to which such
      counsel reasonably objects.

     

    (h)  The
      Company shall make generally available to its security holders as soon as
      practicable, but in no event later than 90 days after the close of the period
      covered thereby, an earnings statement (in form complying with the provisions
      of
      Rule 158 under the Securities Act) covering a twelve-month period beginning
      not
      later than the first day of the Company’s fiscal quarter next following the
      effective date of the Registration Statement. The Company will be deemed to
      have
      complied with its obligations under this Section 3(h) upon the Company’s filing,
      on an appropriate form, the appropriate report of the Company as required by
      the
      Securities Exchange Act of 1934, as amended, and the rules and regulations
      thereunder, or any similar successor statute (collectively, the “Exchange
      Act”).

     

    (i)  The
      Company shall hold in confidence and not make any disclosure of information
      concerning an Investor provided to the Company unless (i) disclosure of such
      information is necessary to comply with federal or state securities laws and
      stock market rules, including formal or informal investigations or requests
      from
      regulators, (ii) the disclosure of such information is necessary to avoid or
      correct a misstatement or omission in any Registration 

     

    
      
         

      

      
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    Statement
      that includes such Investor’s Registrable Securities, (iii) the release of such
      information is ordered pursuant to a subpoena or other order from a court or
      governmental body of competent jurisdiction, (iv) such information has been
      made
      generally available to the public other than by disclosure in violation of
      this
      or any other agreement, or (v) such Investor consents to the form and content
      of
      any such disclosure. The Company shall, upon learning that disclosure of any
      information concerning an Investor is sought in or by a court or governmental
      body of competent jurisdiction (other than the SEC, AMEX or other
      self-regulatory body) or through other means, give prompt notice to such
      Investor prior to making such disclosure, and cooperate with the Investor,
      at
      the Investor’s expense, in taking appropriate action to prevent disclosure of,
      or to obtain a protective order for, such information.

     

    (j)  The
      Company shall use its best efforts to promptly cause all of the Registrable
      Securities covered by any Registration Statement to be listed or designated
      for
      quotation on the SmallCap Market, the National Market, the NYSE, the AMEX or
      any
      other national securities exchange or automated quotation system and on each
      additional national securities exchange or automated quotation system on which
      securities of the same class or series issued by the Company are then listed
      or
      quoted, if any, if the listing or quotation of such Registrable Securities
      is
      then permitted under the rules of such exchange or automated quotation
      system.

     

    (k)  The
      Company shall provide a transfer agent and registrar, which may be a single
      entity, for the Registrable Securities not later than the effective date of
      the
      Registration Statement required to be filed pursuant to Section 2(a)
      hereof.

     

    (l)  The
      Company shall cooperate with any Investor who holds Registrable Securities
      being
      offered to facilitate the timely preparation and delivery of certificates (not
      bearing any restrictive legends) representing Registrable Securities to be
      offered pursuant to any Registration Statement and enable such certificates
      to
      be in such denominations or amounts, as the case may be, and registered in
      such
      names, as such Investor may reasonably request. Without limiting the generality
      of the foregoing, within three business days after any Registration Statement
      that includes Registrable Securities is declared effective by the SEC, the
      Company shall cause any shares sold pursuant to such Registration Statement
      to
      be covered by a legal opinion to the transfer agent for the Registrable
      Securities to the effect that when sold pursuant to, and in accordance with
      the
      plan of distribution set forth on Exhibit
      A
      hereto,
      any certificate representing such shares may be issued by the transfer agent
      to
      the purchaser without a federal securities law restrictive legend.

     

    (m)  At
      the
      request of any Investor, the Company shall prepare and file with the SEC such
      amendments (including post-effective amendments) and supplements to any
      Registration Statement required to be filed hereunder and the prospectus used
      in
      connection with such Registration Statement as may be necessary in order to
      change the plan of distribution set forth in such Registration
      Statement.

     

    (n)  The
      Company shall comply with all applicable laws related to a Registration
      Statement and offering and sale of securities and all applicable rules and
      regulations of governmental authorities in connection therewith (including,
      without limitation, the Securities Act and the Exchange Act and the rules and
      regulations thereunder promulgated by the SEC.)

     

    
      
         

      

      
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    (o)  From
      and
      after the date of this Agreement, the Company shall not, and shall not agree
      to,
      allow the holders of any securities of the Company to include any of their
      securities which are not Registrable Securities in the Registration Statement
      required to be filed pursuant to Section 2(a) or 3(b) hereof without the consent
      of the holders of a majority in interest of the Registrable Securities;
      provided, however, that up to an additional 1,350,000 shares of Common Stock
      issued to holders of the Company's securities previously identified by the
      Company to the Required Holders may be included only in the Registration
      Statement filed with respect to the Initial Registrable Securities.

     

    (p)  The
      Company shall make available for inspection by (i) each Investor and (ii) one
      firm of attorneys and one firm of accountants or other agents retained by the
      Investors (collectively, the “Inspectors”)
      all
      pertinent financial and other records, and pertinent corporate documents and
      properties of the Company (collectively, the “Records”),
      as
      shall be reasonably deemed necessary by each Inspector to enable such Inspector
      to exercise its due diligence responsibility, and cause the Company’s officers,
      directors and employees to supply all information which any Inspector may
      reasonably request for purposes of such due diligence; provided,
      however,
      that
      each Inspector shall hold in confidence and shall not make any disclosure
      (except to an Investor) of any Record or other information which the Company
      determines in good faith to be confidential, and of which determination the
      Inspectors are so notified, unless (A) the disclosure of such Records is
      necessary to avoid or correct a misstatement or omission in any Registration
      Statement, (B) the release of such Records is ordered pursuant to a subpoena
      or
      other order from a court or government body of competent jurisdiction, or (C)
      the information in such Records has been made generally available to the public
      other than by disclosure in violation of this or any other agreement. Nothing
      herein shall be deemed to limit any Investor’s ability to sell Registrable
      Securities in a manner that is otherwise consistent with applicable laws and
      regulations.

     

    4.  OBLIGATIONS
      OF THE INVESTORS.

     

    In
      connection with the registration of the Registrable Securities, each Investor
      shall have the following obligations:

     

    (a)  It
      shall
      be a condition precedent to the obligations of the Company to effect the
      registration pursuant to this Agreement with respect to the Registrable
      Securities of a particular Investor that such Investor shall furnish to the
      Company such information regarding itself, the Registrable Securities held
      by it
      and the intended method of disposition of the Registrable Securities held by
      it
      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 seven (7) trading days prior
      to
      the first anticipated filing date of the Registration Statement, the Company
      shall notify each Investor of the information the Company requires from each
      such Investor. The Company hereby agrees to use the plan of distribution
      (the “Plan
      of Distribution”)
      set
      forth on Exhibit
      A
      hereto as
      the plan of distribution to be used in the Registration Statement.

     

    (b)  Each
      Investor, by such Investor’s 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 any Registration Statement required to be
      filed hereunder, unless such 

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    Investor
      has notified the Company in writing of such Investor’s election to exclude all
      of such Investor’s Registrable Securities from such Registration
      Statement.

     

    (c)  Upon
      receipt of any notice from the Company of the happening of any event of the
      kind
      described in Section 3(e) or 3(f) with respect to any Registration Statement
      including Registrable Securities, each Investor shall immediately discontinue
      disposition of Registrable Securities pursuant to such Registration Statement
      until such Investor’s receipt of the copies of the supplemented or amended
      prospectus contemplated by Sections 3(e) or 3(f), as applicable, and, if so
      directed by the Company, such Investor shall deliver to the Company (at the
      expense of the Company) or destroy (and deliver to the Company a certificate
      of
      destruction) all copies in such Investor’s possession of the prospectus covering
      such Registrable Securities current at the time of receipt of such notice.
      Notwithstanding the foregoing or anything to the contrary in this Agreement,
      but
      subject to compliance with applicable laws, the Company shall cause the transfer
      agent for the Registrable Securities to deliver unlegended shares of Common
      Stock to a transferee of an Investor in accordance with the terms of the Notes
      and Warrants, the Securities Purchase Agreement and this Agreement in connection
      with any sale of Registrable Securities with respect to which any such Investor
      has entered into a contract for sale prior to receipt of such notice and for
      which any such Investor has not yet settled. 

     

    5.  EXPENSES
      OF REGISTRATION.

     

    All
      expenses incurred by the Company or the Investors in connection with
      registrations, filings or qualifications pursuant to Sections 2 and 3 above
      (including, without limitation, all registration, listing and qualification
      fees, printers and accounting fees, the fees and disbursements of counsel for
      the Company and the fees and disbursements of one counsel selected by the
      Investors (which counsel shall be Drinker Biddle & Reath LLP)) shall be
      borne by the Company; provided,
      however,
      that all
      such expenses shall be limited to $5,000. In addition, the Company shall pay
      each Investor’s costs and expenses (including legal fees) incurred in connection
      with the enforcement of the rights of such Investor hereunder.

     

    6.  INDEMNIFICATION.

     

    In
      the
      event any Registrable Securities are included in a Registration Statement under
      this Agreement:

     

    (a)  To
      the
      extent permitted by law, the Company shall indemnify, hold harmless and defend
      (i) each Investor who holds such Registrable Securities, and (ii) the
      directors, officers, partners, members, employees and agents (including, without
      limitation, legal counsel) of each such Investor and each person, if any, who
      controls each such Investor within the meaning of Section 15 of the Securities
      Act or Section 20 of the Exchange Act (each, an “Investor
      Indemnified Person”),
      against any joint or several losses, claims, damages, liabilities or expenses
      (collectively, together with actions, proceedings or inquiries by any regulatory
      or self-regulatory organization, whether commenced or threatened, in respect
      thereof, “Claims”)
      to
      which any of them may become subject insofar as such Claims arise out of or
      are
      based upon: (A) any untrue statement or alleged untrue statement of a material
      fact in a Registration Statement or the omission or alleged omission to state
      therein a material fact required to be stated 

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    or
      necessary to make the statements therein not misleading, (B) any untrue
      statement or alleged untrue statement of a material fact contained in any
      preliminary prospectus if used prior to the effective date of such Registration
      Statement, or contained in the final prospectus (as amended or supplemented,
      if
      the Company files any amendment thereof or supplement thereto with the SEC)
      or
      the omission or alleged omission to state therein any material fact necessary
      to
      make the statements made therein, in light of the circumstances under which
      the
      statements therein were made, not misleading, or (C) any violation or alleged
      violation by the Company of the Securities Act, the Exchange Act or any other
      law (including, without limitation, any state securities law), rule or
      regulation relating to the offer or sale of the Registrable Securities (the
      matters in the foregoing clauses (A) through (C), collectively, “Violations”).
      Subject to the restrictions set forth in Section 6(c) with respect to the number
      of legal counsel, the Company shall reimburse each Investor and each other
      Investor Indemnified Person, promptly as such expenses are incurred and are
      due
      and payable, for any reasonable legal fees or other reasonable expenses incurred
      by them in connection with investigating or defending any such Claim.
      Notwithstanding anything to the contrary contained herein, the indemnification
      agreement contained in this Section 6(a): (x) shall not apply to a Claim arising
      out of or based upon a Violation which occurs in reliance upon and in conformity
      with information furnished in writing to the Company by such Investor
      Indemnified Person expressly for use in the Registration Statement or any such
      amendment thereof or supplement thereto; (y) shall not apply to amounts paid
      in
      settlement of any Claim if such settlement is effected without the prior written
      consent of the Company, which consent shall not be unreasonably withheld; and
      (z) with respect to any preliminary prospectus, shall not inure to the benefit
      of any Investor Indemnified Person if the untrue statement or omission of
      material fact contained in the preliminary prospectus was corrected on a timely
      basis in the prospectus, as then amended or supplemented, if such corrected
      prospectus was timely made available by the Company pursuant to Section 3(c)
      hereof, and the Investor Indemnified Person was promptly advised in writing
      not
      to use the incorrect prospectus prior to the use giving rise to a Violation
      and
      such Investor Indemnified Person, notwithstanding such advice, used it. Such
      indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of the Investor Indemnified Person and shall survive the
      transfer of the Registrable Securities by the Investors pursuant to Section
      9
      hereof.

     

    (b)  In
      connection with any Registration Statement in which an Investor is
      participating, (i) each such Investor shall, severally and not jointly,
      indemnify, hold harmless and defend, to the same extent and in the same manner
      set forth in Section 6(a), the Company, each of its directors, each of its
      officers who signs the Registration Statement, its employees and each person,
      if
      any, who controls the Company within the meaning of Section 15 of the Securities
      Act or Section 20 of the Exchange Act, and any other stockholder selling
      securities pursuant to the Registration Statement or any of its directors or
      officers or any person who controls such stockholder within the meaning of
      the
      Securities Act or the Exchange Act (each, a “Company
      Indemnified Person”),
      against any Claims to which any of them may become subject insofar as such
      Claims arise out of or are based upon any Violation, in each case to the extent
      (and only to the extent) that such Violation occurs in reliance upon and in
      conformity with written information furnished to the Company by such Investor
      expressly for use in connection with such Registration Statement; and (ii)
      subject to the restrictions set forth in Section 6(c), such Investor shall
      reimburse the Company Indemnified Persons, promptly as such expenses are
      incurred and are due and payable, for any legal fees or other reasonable
      expenses incurred by 

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    them
      in
      connection with investigating or defending any such Claim; provided,
      however,
      that the
      indemnification obligations contained in this Section 6(b) shall not apply
      to
      amounts paid in settlement of any Claim if such settlement is effected without
      the prior written consent of such Investor, which consent shall not be
      unreasonably withheld; and provided,
      further,
      that the
      Investor shall be liable under this Agreement (including this Section 6(b)
      and
      Section 7) for only that amount as does not exceed the net proceeds actually
      received by such Investor as a result of the sale of Registrable Securities
      pursuant to such Registration Statement. Such indemnity shall remain in full
      force and effect regardless of any investigation made by or on behalf of such
      Company Indemnified Person and shall survive the transfer of the Registrable
      Securities by the Investor pursuant to Section 9 hereof. Notwithstanding
      anything to the contrary contained herein, the indemnification obligations
      contained in this Section 6(b) with respect to any preliminary prospectus shall
      not inure to the benefit of any Company Indemnified Person if the untrue
      statement or omission of material fact contained in the preliminary prospectus
      was corrected on a timely basis in the prospectus, as then amended or
      supplemented.

     

    (c)  Promptly
      after receipt by any party entitled to indemnification under this Section 6
      of
      notice of the commencement of any action (including any governmental action),
      such indemnified party shall, if a Claim in respect thereof is to made against
      any indemnifying party under this Section 6, deliver to the indemnifying party
      a
      written notice of the commencement thereof, and the indemnifying party shall
      have the right to participate in, and, to the extent the indemnifying party
      so
      desires, jointly with any other indemnifying party similarly noticed, to assume
      control of the defense thereof with counsel mutually satisfactory to the
      indemnifying party and the indemnified party; provided,
      however,
      that
      such indemnifying party shall not be entitled to assume such defense and an
      indemnified party shall have the right to retain its own counsel with the fees
      and expenses to be paid by the indemnifying party, if, in the reasonable opinion
      of counsel retained by the indemnifying party, the representation by such
      counsel of the indemnified party and the indemnifying party would be
      inappropriate due to actual or potential conflicts of interest between such
      indemnified party and any other party represented by such counsel in such
      proceeding or the actual or potential defendants in, or targets of, any such
      action include both the indemnified party and the indemnifying party and any
      such indemnified party reasonably determines that there may be legal defenses
      available to such indemnified party that are in conflict with those available
      to
      such indemnifying party. The indemnifying party shall pay for only one separate
      legal counsel for the indemnified parties, and such legal counsel shall be
      selected by Investors holding a majority in interest of the Registrable
      Securities included in the Registration Statement to which the Claim relates
      (if
      the parties entitled to indemnification hereunder are Investor Indemnified
      Persons) or by the Company (if the parties entitled to indemnification hereunder
      are Company Indemnified Persons). The failure to deliver written notice to
      the
      indemnifying party within a reasonable time of the commencement of any such
      action shall not relieve such indemnifying party of any liability to the
      indemnified party under this Section 6, except to the extent that the
      indemnifying party is actually prejudiced in its ability to defend such action.
      The indemnification required by this Section 6 shall be made by periodic
      payments of the amount thereof during the course of the investigation or
      defense, as such expense, loss, damage or liability is incurred and is due
      and
      payable.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    7.  CONTRIBUTION.

     

    To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party shall make the maximum contribution with respect
      to
      any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law as is appropriate to reflect the relative fault
      of the indemnifying party, on the one hand, and the indemnified party, on the
      other hand, with respect to the Violation giving rise to the applicable Claim;
      provided,
      however,
      that (a)
      no contribution shall be made under circumstances where the maker would not
      have
      been liable for indemnification under the fault standards set forth in Section
      6, (b) no person guilty of fraudulent misrepresentation (within the meaning
      of
      Section 11(f) of the Securities Act) shall be entitled to contribution from
      any
      seller of Registrable Securities who was not guilty of such fraudulent
      misrepresentation, and (c) contribution (together with any indemnification
      or
      other obligations under this Agreement) by any seller of Registrable Securities
      shall be limited in amount to the net amount of proceeds received by such seller
      from the sale of such Registrable Securities.

     

    8.  REPORTS
      UNDER THE EXCHANGE ACT.

     

    With
      a
      view to making available to the Investors the benefits of Rule 144 promulgated
      under the Securities Act or any other similar rule or regulation of the SEC
      that
      may at any time permit the Investors to sell securities of the Company to the
      public without registration (“Rule
      144”),
      the
      Company agrees to:

     

    (a)  file
      with
      the SEC in a timely manner and make and keep available all reports and other
      documents required of the Company under the Securities Act and the Exchange
      Act
      so long as the Company remains subject to such requirements and the filing
      and
      availability of such reports and other documents is required for the applicable
      provisions of Rule 144; and

     

    (b)  furnish
      to
      each Investor so long as such Investor holds Notes, Warrants or Registrable
      Securities, promptly upon request, (i) a written statement by the Company that
      it has complied with the reporting requirements of Rule 144, the Securities
      Act
      and the Exchange Act, (ii) a copy of the most recent annual or quarterly report
      of the Company and such other reports and documents so filed by the Company,
      and
      (iii) such other information as may be reasonably requested to permit such
      Investor to sell such securities under Rule 144 without
      registration.

     

    9.  ASSIGNMENT
      OF REGISTRATION RIGHTS.

     

    The
      rights
      of the Investors hereunder, including the right to have the Company register
      Registrable Securities pursuant to this Agreement, shall be automatically
      assignable by each Investor to any transferee of all or any portion of the
      Notes, the Warrants or the Registrable Securities if: (a) the Investor agrees
      in
      writing with the transferee or assignee to assign such rights, and a copy of
      such agreement is furnished to the Company after such assignment, (b) the
      Company is furnished with written notice of (i) the name and address of such
      transferee or assignee, and (ii) the securities with respect to which such
      registration rights are being transferred or assigned, (c) following such
      transfer or assignment, the further disposition of such securities by the
      transferee or assignee is restricted under the Securities Act and applicable
      state 

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    securities
      laws, (d) the transferee or assignee agrees in writing for the benefit of the
      Company to be bound by all of the provisions contained herein, and (e) such
      transfer shall have been made in accordance with the applicable requirements
      of
      the Securities Purchase Agreement, the Notes and the Warrants, as applicable.
      In
      addition, and notwithstanding anything to the contrary contained in this
      Agreement, the Securities Purchase Agreement, the Notes or the Warrants, the
      Securities (as defined in the Securities Purchase Agreement) may be pledged,
      and
      all rights of the Investor under this Agreement or any other agreement or
      document related to the transactions contemplated hereby may be assigned,
      without further consent of the Company, to a bona fide pledgee in connection
      with an Investor’s margin or brokerage account.

     

    10.  AMENDMENT
      OF REGISTRATION RIGHTS.

     

    Provisions
      of this Agreement may be amended and the observance thereof may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only with written consent of the Company and the Investor(s)
      who
      hold a majority in interest of the Registrable Securities or, in the case of
      a
      waiver, with the written consent of the party charged with the enforcement
      of
      any such provision; provided,
      however,
      that (a)
      no consideration shall be paid to an Investor by the Company in connection
      with
      an amendment hereto unless each Investor similarly affected by such amendment
      receives a pro rata amount of consideration from the Company; and (b) unless
      an
      Investor otherwise agrees, each amendment hereto must similarly affect each
      Investor. Any amendment or waiver effected in accordance with this Section
      10
      shall be binding upon each Investor and the Company.

     

    11.  MISCELLANEOUS.

     

    (a)  A
      person
      or entity is deemed to be a holder of Registrable Securities whenever such
      person or entity owns of record such Registrable Securities. If the Company
      receives conflicting instructions, notices or elections from two or more persons
      or entities with respect to the same Registrable Securities, the Company shall
      act upon the basis of instructions, notice or election received from the
      registered owner of such Registrable Securities.

     

    (b)  Any
      notices required or permitted to be given under the terms of this Agreement
      shall be in writing and sent by certified or registered mail (return receipt
      requested) or delivered personally, by nationally recognized overnight carrier
      or by confirmed facsimile transmission, and shall be effective five days after
      being placed in the mail, if mailed, or upon receipt or refusal of receipt,
      if
      delivered personally or by nationally recognized overnight carrier or confirmed
      facsimile transmission, in each case addressed to a party as provided herein.
      The initial addresses for such communications shall be as follows, and each
      party shall provide notice to the other parties of any change in such party’s
      address:

     

    (i)  If
      to the
      Company:

     

    Matritech,
      Inc.

    330
      Nevada
      Street

    Newton,
      Massachusetts 02460

    Telephone:
      (617) 928-0820

    Facsimile:
      (617) 928-0821

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    Attention:
      Chief Executive Officer

     

    with
      a
      copy simultaneously transmitted by like means (which transmittal 

    shall
      not
      constitute notice hereunder) to:

     

    Goodwin
      Procter LLP

    Exchange
      Place

    53
      State
      Street

    Boston,
      Massachusetts 02109

    Telephone:
      (617) 570-1000

    Facsimile:
      (617) 523-1231

    Attention:
      Rufus C. King

    


    (ii)  If
      to any
      Investor, to such address as such Investor shall have provided in writing to
      the
      Company.

     

    (c)  Failure
      of
      any party to exercise any right or remedy under this Agreement or otherwise,
      or
      delay by a party in exercising such right or remedy, shall not operate as a
      waiver thereof.

     

    (d)  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware applicable to contracts made and to be performed in the State
      of Delaware. The Company and each Investor irrevocably consent to the exclusive
      jurisdiction of the United States federal courts and the state courts located
      in
      the County of New Castle, State of Delaware, in any suit or proceeding based
      on
      or arising under this Agreement or the transactions contemplated hereby and
      irrevocably agree that all claims between the parties in respect of such suit
      or
      proceeding may be determined in such courts. The Company and each Investor
      irrevocably waive the defense of an inconvenient forum to the maintenance of
      such suit or proceeding in such forum. The Company and each Investor further
      agree that service of process upon the Company or any Investor mailed by first
      class mail shall be deemed in every respect effective service of process upon
      the Company or such Investor, as the case may be, in any such suit or
      proceeding. Nothing herein shall affect the right of the Company or any Investor
      to serve process in any other manner permitted by law. The Company and each
      Investor agree that a final non-appealable judgment in any such suit or
      proceeding shall be conclusive and may be enforced in other jurisdictions by
      suit on such judgment or in any other lawful manner.

     

    (e)  This
      Agreement and the other Transaction Documents (including any schedules and
      exhibits hereto and thereto) constitute the entire agreement among the parties
      hereto with respect to the subject matter hereof and thereof. There are no
      restrictions, promises, warranties or undertakings, other than those set forth
      or referred to herein and therein. This Agreement and the other Transaction
      Documents supersede all prior agreements and understandings among the parties
      hereto with respect to the subject matter hereof and thereof.

     

    (f)  Subject
      to
      the requirements of Section 9 hereof, this Agreement shall inure to the benefit
      of and be binding upon the successors and assigns of each of the parties
      hereto.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    (g)  The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    (h)  This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which shall constitute one and the same agreement.
      This Agreement, once executed by a party, may be delivered to the other party
      hereto by facsimile transmission of a copy of this Agreement bearing the
      signature of the party so delivering this Agreement.

     

    (i)  Each
      party
      shall do and perform, or cause to be done and performed, all such further acts
      and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    (j)  Unless
      other expressly provided herein, all consents, approvals and other
      determinations to be made by the Investors pursuant to this Agreement shall
      be
      made by the Investors holding a majority in interest of the Registrable
      Securities (determined as if all Notes and Warrants then outstanding had been
      converted into or exercised for Registrable Securities) held by all
      Investors.

     

    (k)  The
      initial number of Registrable Securities included on any Registration Statement
      filed pursuant to Section 2(a) or 3(b), and each increase to the number of
      Registrable Securities included thereon, shall be allocated pro rata among
      the
      Investors based on the number of Registrable Securities held by each Investor
      at
      the time of such establishment or increase, as the case may be. In the event
      an
      Investor shall sell or otherwise transfer any of such holder’s Registrable
      Securities, each transferee shall be allocated a pro rata portion of the number
      of Registrable Securities included on a Registration Statement for such
      transferor. Any shares of Common Stock included on a Registration Statement
      and
      which remain allocated to any person or entity which does not hold any
      Registrable Securities shall be allocated to the remaining Investors, pro rata
      based on the number of shares of Registrable Securities then held by such
      Investors. For the avoidance of doubt, the number of Registrable Securities
      held
      by any Investor shall be determined as if all Notes and Warrants then
      outstanding were converted into or exercised for Registrable
      Securities.

     

    (l)  Each
      party
      to this Agreement has participated in the negotiation and drafting of this
      Agreement. As such, the language used herein shall be deemed to be the language
      chosen by the parties hereto to express their mutual intent, and no rule of
      strict construction will be applied against any party to this
      Agreement.

     

    (m)  For
      purposes of this Agreement, the term “business day” means any day other than a
      Saturday or Sunday or a day on which banking institutions in the State of New
      York are authorized or obligated by law, regulation or executive order to close,
      and the term “trading day” means any day on which the AMEX or, if the Common
      Stock is not then traded on the AMEX, the principal national securities
      exchange, automated quotation system or other trading market where the Common
      Stock is then listed, quoted or traded, is open for trading. 

     

    [REMAINDER
      OF PAGE LEFT BLANK INTENTIONALLY]

    
      
         

      

      
        16

        
          

        

      

      
         

      

    


    IN
      WITNESS
      WHEREOF, the undersigned Initial Investor and the Company have caused this
      Agreement to be duly executed as of the date first above written.

    


    MATRITECH,
      INC.

    


    


    By:____________________________

    Name:

    Title:

    


    


    INITIAL
      INVESTOR:

    


     

      
        

      

    

    (Print
      or
      Type Name of Investor)

    


    


    By:____________________________

    Name: 

    Title:

    

 

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    EXHIBIT
      A

    


    


    


    PLAN
      OF DISTRIBUTION

    


    The
      Selling Stockholders and any of their pledgees, assignees, transferees, donees
      and successors-in-interest may, from time to time, sell any or all of their
      Shares on any stock exchange, market or trading facility on which the Common
      Stock is traded or in private transactions. These sales may be at fixed or
      negotiated prices. Each Selling Stockholder will act independently in making
      decisions with respect to the timing, manner and size of each sale of the Shares
      covered in this Prospectus. The Selling Stockholders may use any one or more
      of
      the following methods when selling Shares:

    


    - ordinary
      brokerage transactions and transactions in which the broker-dealer solicits
      purchasers, which may include long sales and short sales effected after the
      effective date of the Registration Statement;

    


    - block
      trades in which the broker-dealer will attempt to sell the Shares as agent
      but
      may position and resell a portion of the block as principal to facilitate the
      transaction;

    


    - purchases
      by a broker-dealer as principal and resale by the broker-dealer for its account
      pursuant to this Prospectus;

    


    - “at
      the
      market” to or through market makers or into an existing market for the
      Shares;

    


    - an
      exchange distribution in accordance with the rules of the applicable
      exchange;

    


    - in
      other
      ways not involving market makers or established trading markets, including
      direct sales to purchasers, sales effected through agents or other privately
      negotiated transactions;

    


    - settlement
      of short sales;

    


    - broker-dealers
      may agree with the Selling Stockholders to sell a specified number of Shares
      at
      a stipulated price per share;

    


    - through
      transactions in options, swaps or other derivative securities (whether
      exchange-listed or otherwise);

    


    - a
      combination of any the foregoing methods of sale; and

    


    - any
      other
      method permitted by applicable law.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Broker-dealers
      engaged by the Selling Stockholders may arrange for other broker-dealers to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the Selling Stockholders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be
      negotiated.

    


    The
      Selling Stockholders and any broker-dealers or agents that are involved in
      selling the Shares may be deemed to be “underwriters” within the meaning of the
      Securities Act in connection with such sales. In such event, any commissions
      received by such broker-dealers or agents and any profit on the resale of the
      shares purchased by them may be deemed to be underwriting commissions or
      discounts under the Securities Act.

    


    We
      are
      required to pay all fees and expenses incident to the registration of the
      Shares, including certain fees and disbursements of counsel to the Selling
      Stockholders. We have agreed to indemnify the Selling Stockholders against
      certain losses, claims, damages and liabilities, including liabilities under
      the
      Securities Act.

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
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