October 29, 2009 8K Exhibit 10.1




 Exhibit 10.1 


REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this "Agreement"), is made and entered into as of October
27, 2009, by and among Cardo Medical, Inc., a Delaware corporation (the "Company") and the several purchasers signatory
hereto (each, a "Purchaser" and collectively, the "Purchasers").

WHEREAS:

A.In connection with that certain Subscription Agreement, dated as of even date herewith (the
"Subscription Agreement"), by and among the Company and each Purchaser party hereto, the Company has agreed, upon
the terms and subject to the conditions of the Subscription Agreement, to issue and sell to each Purchaser shares (collectively, the
"Shares") of the Company's common stock, $0.001 par value per share ("Common Stock").

B.In accordance with the terms of the Subscription Agreement, 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 "1933 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 each Purchaser hereby agree
as follows:


	Definitions.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the
Subscription Agreement.  As used in this Agreement, the following terms shall have the following meanings:



	"Additional Effective Date" means the date the Additional Registration Statement is declared
effective by the SEC.


	"Additional Effectiveness Deadline" means the date which is forty-five (45) calendar days after
the earlier of the Additional Filing Date and the Additional Filing Deadline.


	"Additional Filing Date" means the date on which the Additional Registration Statement is filed
with the SEC.


	"Additional Filing Deadline" means if Cutback Shares are required to be included in the
Additional Registration Statement, the later of (i) the date sixty (60) days after the date substantially all of the Registrable Securities registered
under the immediately preceding Registration Statement are sold and (ii) the date six (6) months from the Initial Effective Date or the last
Additional Effective Date, as applicable.










	"Additional Registrable Securities" means, (i) any Cutback Shares not previously
included on a Registration Statement and (ii) any capital stock of the Company issued or issuable with respect to the Shares or Cutback Shares,
as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, not previously included on a
registration statement.


	"Additional Registration Statement" means a registration statement or registration statements of
the Company filed under the 1933 Act covering any Additional Registrable Securities.


	"Additional Required Registration Amount" means (i) any Cutback Shares not previously
included on a Registration Statement, all subject to adjustment as provided in Section 2(e), or (ii) such other amount as may be required
by the staff of the SEC pursuant to Rule 415.


	"Business Day" means any day other than Saturday, Sunday or any other day on which
commercial banks in The City of New York are authorized or required by law to remain closed.


	"Cutback Shares" means any of the Initial Required Registration Amount or the Additional
Required Registration Amount of Registrable Securities not included in all Registration Statements previously declared effective hereunder as a
result of a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered by the staff of the SEC
pursuant to Rule 415 or as otherwise required by the SEC.  The number of Cutback Shares shall be allocated pro rata among the Investors with
each Investor entitled to elect the portion of its Shares that are to be considered Cutback Shares.


	"Effective Date" means the Initial Effective Date and the Additional Effective Date, as
applicable.


	"Effectiveness Deadline" means the Initial Effectiveness Deadline and the Additional
Effectiveness Deadline, as applicable.


	"Filing Deadline" means the Initial Filing Deadline and the Additional Filing Deadline, as
applicable.


	"Final Closing" means the closing and purchase of Shares after which Shares shall no longer be
available for purchase from the Company in the Offering.


	"Initial Effective Date" means the date that the Initial Registration Statement has been declared
effective by the SEC.


	"Initial Effectiveness Deadline" means the date which is one hundred twenty (120) calendar days
after the Final Closing (or one hundred fifty (150) calendar days if the SEC reviews the Initial Registration Statement).

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	"Initial Filing Deadline" means the date which is forty-five (45) calendar days after the Final
Closing.


	"Initial Registrable Securities" means (i) the Shares, and (ii) any capital stock of the
Company issued or issuable, with respect to the Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event
or otherwise.


	"Initial Registration Statement" means a registration statement or registration statements of the
Company filed under the 1933 Act covering the Initial Registrable Securities.


	"Initial Required Registration Amount" means (i) the Shares, or (ii) such other or lesser amount
as may be required by the staff of the SEC pursuant to Rule 415.


	"Investor" means a Purchaser, any transferee or assignee thereof to whom a Purchaser assigns
its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9 and
any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement and who agrees to become bound
by the provisions of this Agreement in accordance with Section 9.


	"Person" means an individual, a limited liability company, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.


	"register," "registered," and "registration" refer to a
registration effected by preparing and filing one or more Registration Statements (as defined below) in compliance with the 1933 Act and
pursuant to Rule 415, and the declaration or ordering of effectiveness of such Registration Statement(s) by the SEC.


	"Registrable Securities" means the Initial Registrable Securities and the Additional Registrable
Securities.


	"Registration Statement" means the Initial Registration Statement and the Additional Registration
Statement, as applicable.


	"Required Holders" means the holders of at least a majority of the Registrable
Securities.


	"Required Registration Amount" means either the Initial Required Registration Amount or the
Additional Required Registration Amount, as applicable.



	"Rule 415" means Rule 415 under the 1933 Act or any successor rule providing for offering
securities on a continuous or delayed basis.



	"SEC" means the United States Securities and Exchange Commission.

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	"Trading Day"
means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market (as defined in the Subscription
Agreement) is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the
Common Stock is then traded; provided that "Trading Day" shall not include any day on which the Common Stock is scheduled to
trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of
trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange
or market, then during the hour ending at 4:00:00 p.m., New York Time).
	Registration.



	Initial Mandatory Registration.  The Company shall prepare, and, as soon as practicable but in no event
later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1 covering the resale of all of the Initial
Registrable Securities, or such other form as is available for such a registration on another appropriate form reasonably acceptable to the
Required Holders.  The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common
Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC,
subject to adjustment as provided in Section 2(e).  The Initial Registration Statement shall contain (except if otherwise directed by
the Required Holders or the SEC) the "Plan of Distribution" section in substantially the form attached hereto as
Exhibit B. The Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective
by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline.  By 9:30 a.m. New York time on the Business Day
following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be
used in connection with sales pursuant to such Initial Registration Statement.


	Additional Mandatory Registrations.  The Company shall prepare, and, as soon as practicable but in no
event later than the Additional Filing Deadline, file with the SEC an Additional Registration Statement on Form S-1 covering the resale of all of the
Additional Registrable Securities not previously registered on an Additional Registration Statement hereunder.  To the extent the staff of the SEC
does not permit the Additional Required Registration Amount to be registered on an Additional Registration Statement, the Company shall file
Additional Registration Statements successively trying to register on each such Additional Registration Statement the maximum number of
remaining Additional Registrable Securities permitted by the SEC until the Additional Required Registration Amount has been registered with the
SEC.  With respect to each Additional Registration Statement, the Company shall use Form S-1 or such other form as is available for such a
registration on another appropriate form reasonably acceptable to the Required Holders.  Each Additional Registration Statement prepared
pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the Additional Required Registration Amount
determined as of the date such Additional Registration Statement is initially filed with the SEC.  Each Additional Registration Statement shall
contain (except if otherwise directed by the Required Holders or the SEC) the "Plan of Distribution" section in substantially
the form attached hereto as Exhibit B.  The Company shall use its commercially reasonable efforts to have each Additional Registration



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Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness
Deadline.  By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in
accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration
Statement.



	Allocation of Registrable Securities.  The initial number of Registrable Securities included in any
Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among
the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial
number of Registrable Securities or increase or decrease thereof is declared effective by the SEC.  In the event that an Investor sells or
otherwise transfers any of such Investor's Registrable Securities in a transfer involving the transfer of all or a part of the Investor's rights
hereunder, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such
Registration Statement for such transferor.  Any shares of Common Stock included in a Registration Statement and which remain allocated to
any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining
Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement.
In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written
consent of the Required Holders.


	Legal Counsel.  Subject to Section 5 hereof, the Required Holders shall have the right to select
one legal counsel to review and oversee any registration pursuant to this Section 2 ("Legal Counsel").  The
Company and Legal Counsel shall reasonably cooperate with each other in performing the Company's obligations under this
Agreement.


	Sufficient Number of Shares Registered.  In the event the number of shares
available under a Registration Statement filed pursuant to Sections 2(a) or 2(b) is insufficient to cover all of the Registrable Securities
required to be covered by such Registration Statement, the Company shall amend the applicable Registration Statement, or file a new
Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of
the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, or such lesser
amount as the staff of the SEC may require pursuant to Rule 415, as soon as practicable, but in any event not later than fifteen (15) days after
the necessity therefor arises.  The Company shall use its best efforts to cause such amendment and/or new Registration Statement to become
effective as soon as practicable following the filing thereof.  For purposes of the foregoing provision, the number of shares available under a
Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of
Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required
Registration Amount as of such time by (ii) 0.90.  

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	Related Obligations.

At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Sections 2(a),
2(b) or 2(e), the Company will use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance
with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:



	The Company shall promptly prepare and file with the SEC a Registration Statement with respect to the Registrable
Securities and use its commercially reasonable efforts to cause such Registration Statement relating to the Registrable Securities to become
effective as soon as practicable after such filing (but in no event later than the Effectiveness Deadline).  The Company shall keep each
Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date as of which the Investors may sell all of the
Registrable Securities covered by such Registration Statement without restriction pursuant to Rule 144 and without the requirement to be in
compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act or (ii) the date on which the Investors shall have sold
all of the Registrable Securities covered by such Registration Statement (the "Registration Period").  The Company shall
ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) 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 (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading.  The term "commercially
reasonable efforts" shall mean, among other things, that the Company shall submit to the SEC, within five (5) Business Days after the later
of the date that (i) the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff
has no further comments on a particular Registration Statement, as the case may be, and (ii) the approval of Legal Counsel pursuant to
Section 3(c) (which approval is immediately sought), a request for acceleration of effectiveness of such Registration Statement to a time
and date not later than two (2) Business Days after the submission of such request.


	The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and
supplements to a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed
pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the
Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable
Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall 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.  In the case
of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this
Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company shall have incorporated such report by
reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which
the 1934 Act report is



                                       - 6 -











filed which created the requirement for the Company to amend or supplement such Registration Statement.



	The Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least five
(5) Business Days prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except amendments
required due to the filing of any Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any similar or
successor reports) within a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration Statement or
amendment or supplement thereto in a form to which Legal Counsel reasonably objects.  The Company shall not submit a request for
acceleration of the effectiveness of a Registration Statement or any amendment or supplement thereto without the prior approval of Legal
Counsel, which consent shall not be unreasonably withheld, delayed or conditioned.  The Company shall furnish to Legal Counsel, without
charge, (i) copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to any Registration
Statement, (ii) promptly after the same is prepared and filed with the SEC, one copy of any Registration Statement and any amendment(s)
thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, and all
exhibits and (iii) upon the effectiveness of any Registration Statement, one copy of the prospectus included in such Registration Statement and
all amendments and supplements thereto.  The Company shall reasonably cooperate with Legal Counsel in performing the Company's
obligations pursuant to this Section 3.


	The Company shall furnish to each Investor whose Registrable Securities are included in any Registration
Statement, without charge, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and
any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by an
Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, one (1) copy of the prospectus
included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor may
reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as such Investor may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.


	The Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration
and qualification applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or
"blue sky" laws of all applicable jurisdictions in the United States, (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 reasonably 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
condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this



                                       - 7 -











Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.
The Company shall promptly notify Legal Counsel and each Investor who holds Registrable Securities of the receipt by the Company of any
notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or
"blue sky" laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for
such purpose.



	The Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as
reasonably practicable after becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in
effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice
contain any material, nonpublic information), and, subject to Section 3(r), promptly prepare a supplement or amendment to such
Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment to Legal
Counsel and each Investor (or such other number of copies as Legal Counsel or such Investor may reasonably request).  The Company shall
also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment
has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall
be delivered to Legal Counsel and each Investor by facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request by
the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company's
reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.  By 9:30 a.m. New York City time
on the date following the date any post-effective amendment has become effective, the Company shall file with the SEC in accordance with Rule
424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Registration Statement.


	The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of
effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify
Legal Counsel and each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its
receipt of actual notice of the initiation or threat of any proceeding for such purpose.


	If any Investor is required under applicable securities laws to be described in the Registration Statement as an
underwriter of Registrable Securities, at the reasonable request of such Investor,
the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and thereafter from time to time on
such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company's independent certified public accountants in
form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering,
addressed to the Investors, and (ii) an opinion, dated as of such date, of counsel representing the Company for



                                       - 8 -











purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Investors.



	If any Investor is required under applicable securities laws to be described in the Registration Statement as an
underwriter of Registrable Securities, the Company shall make available for inspection by (i) such Investor, (ii) Legal Counsel and (iii) 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, and cause the Company's officers, directors and employees to supply all information which any Inspector
may reasonably request; provided, however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure
(except to an Investor) or use 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 or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant to a
final, non-appealable subpoena or 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 Agreement.  Each Investor agrees that it shall, upon
learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give
prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a
protective order for, the Records deemed confidential.  Nothing herein (or in any other confidentiality agreement between the Company and any
Investor) shall be deemed to limit the Investors' ability to sell Registrable Securities in a manner which is otherwise consistent with applicable
laws and regulations.


	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, (ii) the disclosure of such
information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is
ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such
information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement.  The
Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental
body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at the Investor's
expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.


	The Company shall reasonably cooperate with the Investors who hold Registrable Securities being offered and, to
the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable
Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case
may be, as the Investors may reasonably request and registered in such names as the Investors may request.

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	If reasonably requested by an Investor, the Company shall as soon as reasonably practicable (i) incorporate in a
prospectus supplement or post-effective amendment such information as an Investor reasonably requests to be included therein relating to the
sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being
offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering;
(ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in
such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably
requested by an Investor holding any Registrable Securities.


	The Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by a
Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to
consummate the disposition of such Registrable Securities, other than approvals that are required solely because of actions of Investors after the
date hereof, that are not reasonably anticipated as of the date hereof.


	The Company shall make generally available to its security holders as soon as practical but not later than ninety (90)
days after the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions
of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company's fiscal quarter next
following the applicable Effective Date of a Registration Statement.


	The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and
regulations of the SEC in connection with any registration hereunder, including, without limitation, Rule 172 under the 1933 Act, file any final
Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the
Investors in writing if, at any time during the Registration Period, the Company does not satisfy the conditions specified in Rule 172 and, as a
result thereof, the Investors are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other
actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder ; and make available to its security
holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of
at least twelve (12) months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this subsection 3(i),
"Availability Date" means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such
Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date"
means the 90th day after the end of such fourth fiscal quarter).


	Within two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered effective
by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such
Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.

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	Notwithstanding anything to the contrary herein, at any time after the Effective Date, the Company may delay the
disclosure of material, non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the
Board of Directors of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise
required (a "Grace Period"); provided, that the Company shall promptly (i) notify the Investors in writing of the existence of
material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such
material, non-public information to the Investors) and the date on which the Grace Period will begin, and (ii) notify the Investors in writing of the
date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed ten (10) consecutive days and during any three
hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of thirty (30) days and the first day of any Grace Period
must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an "Allowable Grace Period").  For
purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the
notice referred to in clause (i) and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii) and the
date referred to in such notice.  The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable Grace
Period.  Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect to the
information giving rise thereto unless such material, non-public information is no longer applicable.  Notwithstanding anything to the contrary, the
Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the
terms of the Subscription Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a
contract for sale, prior to the Investor's receipt of the notice of a Grace Period and for which the Investor has not yet settled.  


	Neither the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public
disclosure or filing with the SEC or any Principal Market (as defined in the Subscription Agreement) or any other principal securities exchange or
securities market on which the Common Stock is then traded, and any Purchaser being deemed an underwriter by the SEC shall not relieve the
Company of any obligations it has under this Agreement or any other Offering Document (as defined in the Subscription Agreement);
provided, however, that the foregoing shall not prohibit the Company from including the disclosure found in the "Plan of
Distribution" section attached hereto as Exhibit B in the Registration Statement.  
	Obligations of the Investors.



	At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, each Investor shall
provide the Company with a completed Selling Stockholder Questionnaire in the form attached hereto as Exhibit C.  It shall be a
condition precedent to the obligations of the Company to complete any 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



                                       - 11 -











Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect and maintain the
effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the
Company may reasonably request.  



	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 hereunder, unless such
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.


	Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind
described in Section 3(g) or the first sentence of Section 3(f), such Investor will immediately discontinue disposition of
Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of copies of
the supplemented or amended prospectus as contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of
notice that no supplement or amendment is required.  Notwithstanding anything to the contrary, the Company shall cause its transfer agent to
deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Subscription Agreement in
connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor's
receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of
Section 3(f) and for which the Investor has not yet settled.


	Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as
applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration
Statement.
	Expenses of Registration.

All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations,
filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers
and accounting fees, and fees and disbursements of counsel for the Company shall be paid by the Company.  The Company shall also reimburse
the Investors for the fees and disbursements of Legal Counsel in connection with registration, filing or qualification pursuant to Sections 2
and 3 of this Agreement which amount shall be limited to $10,000 for each such registration, filing or qualification.


	Indemnification.

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



	To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each
Investor, the directors, officers, partners, members, employees, agents, representatives of, and each Person, if any, who controls any



                                       - 12 -











Investor within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Person"), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys' fees, amounts paid in settlement or expenses, joint or several
(collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the
SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto ("Indemnified
Damages"), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon:  (i) any untrue statement or alleged untrue statement of a material fact in a
Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the
securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered ("Blue Sky
Filing"), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) 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, (iii) any violation
or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule
or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv) any violation of this
Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, "Violations").  Subject to Section
6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any 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) and the agreement with respect to
contribution contained in Section 7:  (i) shall not apply to a Claim by an Indemnified Person 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 Indemnified Person for such
Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or
supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(d); and (ii) 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 or delayed.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of
the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9.



	In connection with any Registration Statement in which an Investor is participating, each such Investor agrees to
severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a),
the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company
within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Party"), against any Claim or Indemnified Damages to which any of



                                       - 13 -











them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified
Damages 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, subject to Section 6(c), such Investor will reimburse any legal or other expenses reasonably incurred by an Indemnified
Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this
Section 6(b) and the agreement with respect to contribution contained in Section 7 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 or delayed; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or
Indemnified Damages as does not exceed the net proceeds to 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
Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9.  



	Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the
commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or
Indemnified Party shall, if a Claim in respect thereof is to be 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 Person or the Indemnified Party, as the case may be; provided,
however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more
than one counsel for all such Indemnified Person or Indemnified Party 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 Person or Indemnified Party and the
indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and
any other party represented by such counsel in such proceeding.  In the case of an Indemnified Person, legal counsel referred to in the
immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Registrable Securities included in
the Registration Statement to which the Claim relates.  The Indemnified Party or Indemnified Person shall cooperate reasonably with the
indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the
indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim.  The
indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any
settlement negotiations with respect thereto.  No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected
without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent.
No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or
enter into any settlement or other compromise which does not include as an unconditional term thereof the



                                       - 14 -











giving by the claimant or plaintiff to
such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation and such settlement shall not
include any admission as to fault on the part of the Indemnified Party.  Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating
to the matter for which indemnification has been made.  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 Person or Indemnified Party
under this Section 6, except to the extent that the indemnifying party is 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 and when bills are received or Indemnified Damages are incurred.


	The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the
Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to
pursuant to the law.
	Contribution.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to
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; provided, however, that:  (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any
Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of
Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the sale of such Registrable
Securities pursuant to such Registration Statement.


	Reports Under the 1934 Act.

With a view to making available to the Investors the benefits of Rule 144 promulgated under the 1933 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, for so long as any Investor owns Registrable Securities, to:




	make and keep public information available, as those terms are understood and defined in Rule 144;


	file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act
and the 1934 Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required
for the applicable provisions of Rule 144; and

                                       - 15 -











	furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written
statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 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 the Investors to sell such securities pursuant to Rule 144 without
registration.
	Assignment of Registration Rights. 

The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion
of such Investor's Registrable Securities if:  (i) 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 within a reasonable time after such assignment; (ii) the Company is, within a
reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and
(b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or
assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities
laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or
assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in
accordance with the applicable requirements of the Subscription Agreement.

	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 the written consent of the Company and the Required Holders.  Any
amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company.  No
such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities.  No consideration shall
be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same
consideration also is offered to all of the parties to this Agreement.

	Miscellaneous.



	A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of
record such Registrable Securities.  If the Company receives conflicting instructions, notices or elections from two or more Persons with respect
to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from such record owner of
such Registrable Securities.


	Any notices, consents, waivers or other communications required or permitted to be given under the terms of this
Agreement shall be delivered as set forth in the Subscription Agreement.

                                       - 16 -











	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.


	All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Wilmington, Delaware, for the
adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any
such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


	If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by
a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to
the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the
remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original
intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does
not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would
otherwise be conferred upon the parties.  The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable
provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).


	This Agreement, the other Offering Documents and the instruments referenced herein and therein 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, the other Offering Documents and the instruments
referenced herein and therein supersede all prior agreements and understandings among the parties hereto with respect to the subject matter
hereof and thereof.

                                       - 17 -











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


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


	This Agreement may be executed in identical 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, or email transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


	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 any 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.


	All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be
made, unless otherwise specified in this Agreement, by the Required Holders.


	The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent and no rules of strict construction will be applied against any party. 


	This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


	The obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no
provision of this Agreement is intended to confer any obligations on any Investor vis-à-vis any other Investor.  Nothing contained herein,
and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated herein.

* * * * * *

[Remainder of Page Intentionally Left Blank; Signature Pages Follow.]


                                       - 18 -











IN WITNESS WHEREOF, each of the parties hereto have caused their respective signature page to this Registration
Rights Agreement to be duly executed as of the date first written above.


 

	
COMPANY:


	
CARDO MEDICAL, INC.
By: ____________________________

Name: 

Title:   


	 











S-1

[Company Signature Page to Registration Rights Agreement]











SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, each of the parties hereto have caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above.




	
PURCHASER:


__________________________________

	

By:


Name:  

   Title:

















Aggregate Purchase Price:$

Number of Shares:  


 

Address for Notice:











S-2

[Purchaser Signature Page to Registration Rights Agreement]









Exhibit A

FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


[Transfer Agent]

   [Address]

   [City], [State]  [Zip]

   Attention: 
Re:Cardo Medical, Inc.



Ladies and Gentlemen:

[We are][I am] counsel to Cardo Medical, Inc., a Delaware corporation (the "Company"), and have
represented the Company in connection with that certain Subscription Agreement, dated as of [·
], 2009 (the "Subscription Agreement"), entered into by and among the Company and the purchasers named therein
(collectively, the "Holders") pursuant to which the Company issued to the Holders shares (the "Shares")
of the Company's common stock, par value $0.001 per share (the "Common Stock").  Pursuant to the Subscription
Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the "Registration Rights
Agreement") pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as
defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the "1933 Act"), the
Shares.

In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 20__, the
Company filed a Registration Statement on Form S-1 (File No. 333-_____________) (the "Registration Statement") with the
Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names each of the Holders as
a selling stockholder thereunder. 

In connection with the foregoing, [we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone
that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF
EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a
member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are
pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration
Statement.

 


A-1












Very truly yours,

[ISSUER'S COUNSEL]

By:_____________________















CC:[LIST NAMES OF HOLDERS]





A-2









Exhibit B

PLAN OF DISTRIBUTION

We are registering the shares of common stock to permit the resale of these shares of common stock by the holders
of the common stock from time to time after the date of this prospectus.  We will not receive any of the proceeds from the sale by the selling
stockholders of the shares of common stock.  We will bear all fees and expenses incident to our obligation to register the shares of common
stock.

The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered
hereby from time to time directly or through one or more underwriters, broker-dealers or agents.  If the shares of common stock are sold through
underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent's commissions.
The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying
prices determined at the time of sale, or at negotiated prices.  These sales may be effected in transactions, which may involve crosses or block
transactions, 




	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time
of sale;


	in the over-the-counter market;


	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;


	through the writing of options, whether such options are listed on an options exchange or otherwise;


	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;


	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;


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


	privately negotiated transactions;


	short sales;


	sales pursuant to Rule 144;



B-1











	broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated
price per share;


	a combination of any such methods of sale; and


	any other method permitted pursuant to applicable law.




If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-
dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions
from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they
may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of
those customary in the types of transactions involved).  In connection with sales of the shares of common stock or otherwise, the selling
stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in
the course of hedging in positions they assume.  The selling stockholders may also sell shares of common stock short and deliver shares of
common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales.  The
selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

The selling stockholders may pledge or grant a security interest in some or all of the shares of common stock owned by
them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of
common stock from time to time pursuant to this prospectus or any amendment to this prospectus under applicable provisions of the Securities
Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest
as selling stockholders under this prospectus.  The selling stockholders also may transfer and donate the shares of common stock in other
circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes
of this prospectus.

The selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be
deemed to be "underwriters" within the meaning of the Securities Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act.  At the time a
particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the
aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or
agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or
concessions allowed or reallowed or paid to broker-dealers.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered
or licensed brokers or dealers.  In addition, in some states the shares of common stock may not be sold unless such shares have been registered
or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.


B-2








There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered
pursuant to the shelf registration statement, of which this prospectus forms a part.

The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of
the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the
Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other
participating person.  Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to
engage in market-making activities with respect to the shares of common stock.  All of the foregoing may affect the marketability of the shares of
common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement,
estimated to be $[     ] in total, including, without limitation, Securities and Exchange Commission filing fees and
expenses of compliance with state securities or "blue sky" laws; provided, however, that a selling stockholder will pay all underwriting
discounts and selling commissions, if any.  We will indemnify the selling stockholders against liabilities, including some liabilities under the
Securities Act, in accordance with the registration rights agreements, or the selling stockholders will be entitled to contribution.  We may be
indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written
information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights
agreement, or we may be entitled to contribution.

Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of common stock will
be freely tradable in the hands of persons other than our affiliates.




B-3








Exhibit C

CARDO MEDICAL, INC.

SELLING SHAREHOLDER NOTICE AND QUESTIONNAIRE

The undersigned holder of shares of common stock, par value $0.001 per share, of Cardo Medical, Inc., a Delaware
corporation (the "Company") issued pursuant to that certain Subscription Agreement, dated as of [·
], 2009 (the "Agreement"), entered into by and among the Company and the purchasers named therein, understands that the
Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the "Resale Registration
Statement") for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities
Act"), of the Registrable Securities in accordance with the terms of the Agreement.  All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Agreement. 

In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder
of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so
supplemented, the "Prospectus"), deliver the Prospectus to purchasers of Registrable Securities and be bound by the
provisions of the Agreement (including certain indemnification provisions, described in the Plan of Distribution attached to the Registration Rights
Agreement).  Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus.
Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire at least five (5) Business Days prior to
the first anticipated filing date of a Registration Statement (1) will not be named as selling stockholders in the Resale Registration Statement or
the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and
the Prospectus.  Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being
named or not named as a selling stockholder in the Resale Registration Statement and the Prospectus. 

NOTICE

The undersigned holder (the "Selling Stockholder") of Registrable Securities hereby gives notice
to the Company of its intention to sell or otherwise dispose of Registrable Securities owned by it and listed below in Item (3), unless otherwise
specified in Item (3), pursuant to the Resale Registration Statement.  The undersigned, by signing and returning this Notice and Questionnaire,
understands and agrees that it will be bound by the terms and conditions of this Notice and Questionnaire and the Agreement. 

The undersigned hereby provides the following information to the Company and represents and warrants that such
information is materially accurate and complete: 


C-1











QUESTIONNAIRE

1.Name.

(a)Full Legal Name of Selling Stockholder:


	





(b)Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities
listed in Item 3 below are held:

	





(c)Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with
others has power to vote or dispose of the securities covered by the questionnaire):

	







2.Address for Notices to Selling Stockholder:

	

	

	

	
Telephone:
	

	
Fax:
	

	
Contact Person:
	

	
E-mail address of Contact Person:
	

 






 

3.Beneficial Ownership of Registrable Securities Issuable Pursuant to the Purchase Agreement:

(a)Type and Number of Registrable Securities beneficially owned and issued pursuant to the
Agreement:

	

	

	






(b)Number of shares of Common Stock to be registered pursuant to this Notice for resale:

	

	







C-2








4.Broker-Dealer Status:

(a)Are you a broker-dealer?

Yes    No    

(b)If "yes" to Section 4(a), did you receive your Registrable Securities as compensation for investment
banking services to the Company?

Yes    No    

Note:If no, the Commission's staff has indicated that you should be identified as an underwriter in the
Registration Statement.

(c)Are you an affiliate of a broker-dealer?

Yes    No    

Note:If yes, provide a narrative explanation below:

(c)If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary
course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or
understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes    No    

Note:If no, the Commission's staff has indicated that you should be identified as an underwriter in the Registration
Statement.

5.Beneficial Ownership of Other Securities of the Company Owned by the Selling Shareholder.

Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company
other than the Registrable Securities listed above in Item 3.

(a)Type and Amount of other securities beneficially owned:

	


	







6.Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5%
of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company
(or its predecessors or affiliates) during the past three years.

State any exceptions here:

	


	






C-3










7.Plan of Distribution:

The undersigned has reviewed the form of Plan of Distribution attached as Annex A to the Registration Rights
Agreement, and hereby confirms that, except as set forth below, the information contained therein regarding the undersigned and its plan of
distribution is correct and complete.

State any exceptions here:

	


	







***********

[Signature Page Follows.]










C-4









The undersigned agrees to promptly notify the Company of any material inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof and prior to the effective date of any applicable Resale Registration Statement. All
notices hereunder and pursuant to the Agreement shall be made in writing, by hand delivery, confirmed or facsimile transmission, first-class mail
or air courier guaranteeing overnight delivery at the address set forth below.  In the absence of any such notification, the Company shall be
entitled to continue to rely on the material accuracy of the information in this Notice and Questionnaire.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to
Items (1) through (7) above and the inclusion of such information in the Resale Registration Statement and the Prospectus.  The undersigned
understands that such information will be relied upon by the Company in connection with the preparation or amendment of any such Registration
Statement and the related prospectus.

The undersigned also acknowledges that it understands that the answers to this Questionnaire are furnished for use
in connection with the Registration Statement filed pursuant to the Registration Rights Agreement and any amendments or supplements thereto
filed with the Commission pursuant to the Securities Act.

By returning this Questionnaire, the undersigned will be deemed to be aware of the foregoing interpretation.


IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Questionnaire to be executed
and delivered either in person or by its duly authorized agent.


	
Dated: 
	 	
Beneficial Owner: 
	 
	 	
By:
	 
	 	Name:



	 	Title:







PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
THE ORIGINAL BY OVERNIGHT MAIL, TO:


Cardo Medical, Inc.

                  9701 Wilshire Blvd., Suite 1100 

                  Beverly Hills, CA    90212

                  Facsimile:  (310) 271-2632

                  Attention:  Andrew Brooks, CEO