EXHIBIT
      10.2

    


    REGISTRATION
      RIGHTS AGREEMENT

     

    REGISTRATION
      RIGHTS AGREEMENT
      (this
      "Agreement"),
      dated
      as of March 16, 2007, by and among Cleveland BioLabs, Inc., a Delaware
      corporation, with headquarters located at 11000 Cedar Ave., Suite 290,
      Cleveland, Ohio 44106 (the "Company"),
      and
      the undersigned buyers (each, a "Buyer",
      and
      collectively, the "Buyers").

     

    WHEREAS:

     

    A.    In
      connection with the Securities Purchase Agreement by and among the parties
      hereto of even date herewith (the "Securities
      Purchase Agreement"),
      the
      Company has authorized a new series of convertible preferred stock of the
      Company designated as Series B Convertible Preferred Stock, the terms of which
      are set forth in the certificate of designation for such series of preferred
      stock (the "Certificate
      of Designations")(together
      with any convertible preferred shares issued in replacement thereof in
      accordance with the terms thereof, the "Preferred
      Shares"),
      which
      Preferred Shares shall be convertible into the Company's common stock, par
      value
      $0.005 per share (the "Common
      Stock"),
      in
      accordance with the terms of the Certificate of Designations. 

     

    B.    Pursuant
      to the Securities Purchase Agreement, the Company has agreed, upon the terms
      and
      subject to the conditions set forth in the Securities Purchase Agreement, to
      issue and sell to each Buyer (other than the Agents (as defined below)) (i)
      certain Preferred Shares of the Company (the "Investor
      Preferred Shares")
      which,
      among other things, will be convertible into shares of Common Stock (as
      converted, the "Investor
      Conversion Shares"),
      in
      accordance with the terms of the Certificate of Designations, and (ii) certain
      Series B Warrants (the "Investor
      Warrants"),
      which
      will be exercisable to purchase shares of Common Stock (as exercised
      collectively, the "Investor
      Warrant Shares").
      

     

    C.    Pursuant
      to the Securities Purchase Agreement, the Company has also agreed to issue
      to
      Sunrise Securities Corp. or its designees and certain other placement agents
      (collectively, the "Agents"),
      (i)
      certain Preferred Shares of the Company (the "Agent
      Preferred Shares"),
      which, among other things, will be convertible into shares of the Common Stock
      (as converted, "Agent
      Conversion Shares"
      and
      together with the Investor Conversion Shares, the "Conversion
      Shares"),
      in
      accordance with the terms of the Certificate of Designations, (ii) certain
      Series B Warrants (the "Agent
      Warrants"),
      which
      will be exercisable to purchase shares of Common Stock (as exercised
      collectively, the "Agent
      Warrant Shares")
      and
      (iii) certain Series C Warrants (the "Retainer
      Warrants",
      and
      together with the Investor Warrants and the Agent Warrants, the "Warrants"),
      which
      will be exercisable to purchase shares of Common Stock (as exercised
      collectively, the "Retainer
      Warrant Shares",
      and
      together with the Investor Warrant Shares and the Agent Warrant Shares, the
      "Warrant
      Shares").

     

    D.    In
      accordance with the terms of the Securities Purchase 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 of the Buyers hereby agree as
      follows:

     

    1.    Definitions.

     

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

     

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

     

    b.    "Additional
      Filing Date"
      means
      the date on which the Additional Registration Statement (as defined below)
      is
      filed with the SEC.

     

    c.    "Additional
      Filing Deadline"
      means
      if Cutback Shares are required to be included in the Additional Registration
      Statement, the date that is the later of (i) six (6) months from the Initial
      Effectiveness Date or the last Additional Effectiveness Date, as applicable
      and
      (ii) sixty (60) days after substantially all of the Registrable Securities
      held
      by the Investors included in any Registration Statements previously declared
      effective hereunder have been sold in accordance therewith.

     

    d.    "Additional
      Registrable Securities"
      means,
      (i) any Cutback Shares not previously included on a Registration Statement
      and
      (ii) any share capital of the Company issued or issuable with respect to such
      Cutback Shares, as applicable, as a result of any stock split, stock dividend,
      recapitalization, exchange or similar event or otherwise, without regard to
      any
      limitations on conversions of Preferred Shares or exercises of the
      Warrants.

     

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

     

    f.    "Additional
      Required Registration Amount"
      means
      the lesser of (i) any Cutback Shares not previously included on a Registration
      Statement without regard to any limitations on conversions of the Preferred
      Shares or exercises of the Warrants and (ii) such number of Registrable
      Securities as the Company is permitted to register pursuant to Rule 415 (as
      reasonably determined by the Company based upon guidance that has been provided
      by the staff of the SEC).

     

    g.    "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.

     

    h.    "Closing
      Date"
      shall
      have the meaning set forth in the Securities Purchase Agreement.

      
        
          
          

        

        
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    i.    "Cutback
      Shares"
      means
      any of the Initial 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 pursuant to Rule 415 (as reasonably determined by the Company based
      upon guidance that has been provided by the staff of the SEC).

     

    j.    "Effectiveness
      Date"
      means
      the Initial Effectiveness Date and/or the Additional Effectiveness Date, as
      applicable.

     

    k.    "Filing
      Deadline"
      means
      the Initial Filing Deadline (as defined below) and/or the Additional Filing
      Deadline, as applicable.

     

    l.    "Initial
      Effectiveness Date"
      means
      the date the Initial Registration Statement is declared effective by the
      SEC.

     

    m.    "Initial
      Filing Date"
      means
      the date on which the Initial Registration Statement (as defined below) is
      filed
      with the SEC.

     

    n.    "Initial
      Filing Deadline"
      means
      the date that is ninety (90) days after the Closing Date.

     

    o.    "Initial
      Registrable Securities"
      means
      (i) the Conversion Shares issued or issuable upon conversion of the Preferred
      Shares, (ii) the Warrant Shares issued or issuable upon exercise of the Warrants
      and (iii) any capital stock of the Company issued or issuable, with respect
      to
      the Preferred Shares, the Conversion Shares, the Warrant Shares or the Warrants
      as a result of any stock split, stock dividend, recapitalization, exchange
      or
      similar event or otherwise, without regard to any limitations on conversions
      of
      the Preferred Shares or exercises of the Warrants.

     

    p.    "Initial
      Required Registration Amount"
      means
      the lesser of (I) 130% of the sum of (i) the number of Conversion Shares issued
      or issuable pursuant to the Preferred Shares as of the trading day immediately
      preceding the applicable date of determination and (ii) the number of Warrant
      Shares issued and issuable pursuant to the Warrants as of the trading day
      immediately preceding the applicable date of determination or (II) such maximum
      number of shares as the Company is permitted to register by the
      SEC.

     

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

     

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

      
        
          
          

        

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

     

    t.    "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.

     

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

     

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

     

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

     

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

     

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

     

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

     

    2.    Registration.

     

    a.    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-3 covering the resale of the Initial Registrable Securities.
      In the event that Form S-3 is unavailable for such a registration, the Company
      shall use such other form as is available for such a registration on another
      appropriate form reasonably acceptable to the Required Holders, subject to
      the
      provisions of Section 2(e). 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 date the
      Registration Statement is initially filed with the SEC (subject to subsequent
      reduction if directed by the staff of the SEC). The Initial Registration
      Statement shall contain (except if otherwise directed by the Required Holders)
      the "Selling
      Stockholders"
      and
      "Plan
      of Distribution"
      sections in substantially the form attached hereto as Exhibit
      B.
      The
      Company shall use its reasonable best efforts to have the Initial Registration
      Statement declared effective by the SEC as soon as practicable. By 9:30 a.m.,
      New York time, on the second Business Day following the Initial Effectiveness
      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
      Registration Statement.

     

    b.    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

      
        
          
          

        

        
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    Additional
      Registration Statement on Form S-3 covering the resale of the Additional
      Registrable Securities not previously registered on a 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 until the
      Additional Required Registration Amount has been registered with the SEC. In
      the
      event that Form S-3 is unavailable for such a registration, the Company shall
      use such other form as is available for such a registration on another
      appropriate form reasonably acceptable to the Required Holders, subject to
      the
      provisions of Section 2(e). 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 as of date
      the
      Registration Statement is initially filed with the SEC. Each Additional
      Registration Statement shall contain (except if otherwise directed by the
      Required Holders) the "Selling
      Stockholders"
      and
      "Plan
      of Distribution"
      sections in substantially the form attached hereto as Exhibit
      B.
      The
      Company shall use its reasonable best efforts to have each Additional
      Registration Statement declared effective by the SEC as soon as practicable.
      By
      9:30 a.m., New York time, on the second Business Day following the Additional
      Effectiveness 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
      Registration Statement.

     

    c.    Allocation
      of Registrable Securities.
      The
      initial number of Registrable Securities included in any Registration Statement
      and any increase 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 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 transaction in which such
      Investor's rights hereunder with respect to such Registrable Securities are
      assigned to such transferee in accordance with Section 9 hereof, such 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. In the event that the SEC causes the Company to limit the number of
      shares of Common Stock in the Initial Registration Statement, then the Agent
      Warrant Shares and the Retainer Warrant Shares shall not be included on such
      Initial Registration Statement and shall only be included on the final
      Additional Registration Statements filed hereunder on or after all the other
      Registrable Securities hereunder have been registered on a Registration
      Statement.

     

    d.    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"),
      which
      shall be Schulte Roth & Zabel LLP or such other counsel as thereafter
      designated by the Required Holders. The Company and Legal Counsel
      shall

      
        
          
          

        

        
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    reasonably
      cooperate with each other in performing the Company's obligations under this
      Agreement.

     

    e.    Ineligibility
      for Form S-3.
      In the
      event that Form S-3 is not available for the registration of the resale of
      Registrable Securities hereunder, the Company shall (i) register the resale
      of
      the Registrable Securities on Form S-1, Form SB-2 or another appropriate form
      reasonably acceptable to the Required Holders and (ii) undertake to register
      the
      Registrable Securities on Form S-3 (or by post-effective amendment to the
      existing Registration Statement, or otherwise) as soon as such form is available
      for such registration, provided that the Company shall maintain the
      effectiveness of the Registration Statement then in effect until such time
      as a
      Registration Statement (or post-effective amendment) on Form S-3 covering the
      Registrable Securities has been declared effective by the SEC.

     

    f.    Sufficient
      Number of Shares Registered.
      In the
      event the number of shares available under a Registration Statement filed
      pursuant to Section 2(a) is insufficient to cover all of the Registrable
      Securities required to be covered by such Registration Statement or an
      Investor's allocated portion of the Registrable Securities pursuant to Section
      2(c), 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, as soon as practicable,
      but in any event (other with respect to Cutback Shares) not later than thirty
      (30) 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) 0.80.
      The calculation set forth in the foregoing sentence shall be made without regard
      to any limitations on the conversion of the Preferred Shares or the exercise
      of
      the Warrants and such calculation shall assume that the Preferred Shares are
      then convertible into shares of Common Stock at the then prevailing Conversion
      Rate (as defined in the Certificate of Designations and that the Warrants are
      then exercisable for shares of Common Stock at the then prevailing Exercise
      Price (as defined in the Warrants).

     

    g.    Effect
      of Failure to File.
      If (i)
      a Registration Statement covering all of the Registrable Securities required
      to
      be covered thereby and required to be filed by the Company pursuant to this
      Agreement is not filed with the SEC on or before the respective Filing Deadline
      (a "Filing
      Failure")
      or
      (ii) on any day after the Effectiveness Date sales of all of the Registrable
      Securities required to be included on such Registration Statement cannot be
      made
      (other than during an Allowable Grace Period (as defined in Section 3(r))
      pursuant to such Registration Statement or otherwise (including, without
      limitation, because of a failure to keep such Registration Statement effective,
      to disclose such information as is necessary for sales to be made pursuant
      to
      such Registration Statement, to register a sufficient number of shares of Common
      Stock or to maintain the listing of the shares of Common Stock) (a "Maintenance
      Failure")
      then,
      as partial relief for the damages to any holder by reason of any such delay
      in
      or reduction of its ability to sell the underlying shares of Common Stock (which
      remedy shall not

      
        
          
          

        

        
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    be
      exclusive of any other remedies available at law or in equity), the Company
      shall pay to each holder of Registrable Securities relating to such Registration
      Statement an amount in cash equal to one percent (1.0%) of the Stated Amount
      (as
      such term is defined in the Securities Purchase Agreement) of such holder's
      Preferred Shares from which the Registrable Securities included in such
      Registration Statement are convertible on each of the following dates: (i)
      the
      day of a Filing failure and the thirtieth day (pro rated for periods totaling
      less than 30 days) thereafter until such Filing Failure is cured and (ii) the
      initial day of a Maintenance Failure and on every thirtieth day (pro rated
      for
      periods totaling less than thirty days) thereafter until such Maintenance
      Failure is cured. The payments to which a holder shall be entitled pursuant
      to
      this Section 2(g) are referred to herein as "Registration
      Delay Payments."
      The
      Registration Delay Payments shall be paid on the day of the Filing Failure
      and
      on the initial day of the Maintenance Failure, as applicable, and thereafter
      on
      the fifth Business Day after the earlier of (i) the last day of the calendar
      month in which such Registration Delay Payments are incurred and (ii) the date
      on which the Filing Failure or Maintenance Failure is cured (each, a
      "Registration
      Delay Payment Date").
      Notwithstanding anything herein or in the Securities Purchase Agreement to
      the
      contrary, in no event shall the aggregate amount of Registration Delay Payments
      exceed, in the aggregate, six percent (6.0%) of the aggregate Purchase
      Price.

     

    3.    Related
      Obligations.

     

    At
      such
      time as the Company is obligated to file a Registration Statement with the
      SEC
      pursuant to Section 2(a), 2(d) or 2(e), the Company will use its reasonable
      best
      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:

     

    a.    The
      Company shall promptly prepare and file with the SEC a Registration Statement
      with respect to the Registrable Securities and use its reasonable best efforts
      to cause such Registration Statement relating to the Registrable Securities
      to
      become effective as soon as reasonably practicable after such filing. The
      Company shall use its reasonable best efforts to 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(k) (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 "reasonable best 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
      of
      the SEC 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 promptly sought), a request for acceleration of effectiveness
      of such Registration Statement to a time and date not later than 48 hours after
      the submission of such request.

     


    
      
        
        

      

      
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    b.    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 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-QSB, Form 10-KSB 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 promptly after the 1934 Act report is filed which created the requirement
      for the Company to amend or supplement such Registration Statement.

     

    c.    The
      Company shall (A) permit Legal Counsel to review and comment upon (i) a
      Registration Statement at least three (3) Business Days prior to its filing
      with
      the SEC and (ii) all amendments and supplements to all Registration Statements
      (except for Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB,
      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, conditioned or delayed. 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.

     

    d.    The
      Company shall furnish to each Investor whose Registrable Securities are included
      in any Registration Statement unless filed with the SEC through EDGAR, 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.

      
        
          
          

        

        
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    e.    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 and the applicable securities laws of Canada, (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 condition
      thereto to (x) qualify to do business in any jurisdiction where it would not
      otherwise be required to qualify but for this 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
      and any other securities laws of Canada or its receipt of actual notice of
      the
      initiation or threatening of any proceeding for such purpose.

     

    f.    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 one (1) copy 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 or e-mail 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.

     

    g.    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.

      
        
          
          

        

        
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    h.    If
      any
      Investor is deemed to be, alleged to be or reasonably believes it may be deemed
      or alleged to be, an underwriter or is required under applicable securities
      laws
      to be described in the Registration Statement as an underwriter, 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 (subject to the Investors making such representations
      and undertakings as such accountants may reasonably request), and (ii) an
      opinion, dated as of such date, of counsel representing the Company for purposes
      of such Registration Statement, in form, scope and substance as is customarily
      given in an underwritten public offering, addressed to the
      Investors.

     

    i.    If
      any
      Investor is deemed to be, alleged to be or reasonably believes it may be deemed
      or alleged to be, an underwriter or is required under applicable securities
      laws
      to be described in the Registration Statement as an underwriter, upon the
      written request of any Investor in connection with such Investor's due diligence
      requirements, if any, the Company shall make available for inspection by (i)
      any
      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 (and only after giving the Company a reasonable
      opportunity to make such disclosure itself), (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
      that
      is otherwise consistent with applicable laws and regulations.

     

    j.    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

      
        
          
          

        

        
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    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.

     

    k.    The
      Company shall use its reasonable best efforts either to (i) cause all of the
      Registrable Securities covered by a Registration Statement to be listed on
      each
      securities exchange on which securities of the same class or series issued
      by
      the Company are then listed, if any, if the listing of such Registrable
      Securities is then permitted under the rules of such exchange or (ii) if,
      despite the Company's reasonable best efforts, the Company is unsuccessful
      in
      satisfying the preceding clause (i) and, without limiting the generality of
      the
      foregoing, to use its reasonable best efforts to arrange for at least two market
      makers to register with the National Association of Securities Dealers, Inc.
      ("NASD")
      as
      such with respect to such Registrable Securities. The Company shall pay all
      fees
      and expenses in connection with satisfying its obligation under this Section
      3(k).

     

    l.    The
      Company shall, 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 an effective 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.

     

    m.    If
      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.

     

    n.    The
      Company shall make generally available to its security holders 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
      effective date of the Registration Statement.

     

    o.    Within
      two (2) Business Days after a Registration Statement which covers Registrable
      Securities is ordered effective by the SEC, the Company shall deliver, or 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 substantially
      in
      the form attached hereto as Exhibit
      A.

      
        
          
          

        

        
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    p.    Notwithstanding
      anything to the contrary herein, at any time after the Effectiveness 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 after consultation with its
      counsel, in the best interest of the Company (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 forty
      (40)
      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
      Securities Purchase Agreement in connection with any sale of Registrable
      Securities with respect to which an Investor has entered into a contract for
      sale and delivered a copy of the prospectus included as part of the applicable
      Registration Statement (unless an exemption from such prospectus delivery
      requirements exists), prior to the Investor's receipt of the notice of a Grace
      Period and for which the Investor has not yet settled.

     

    q.    The
      Company shall make any filing as may be required by NASD Rule 2710 in connection
      with the offering under any Registration Statement of the applicable Registrable
      Securities and shall make any such filing concurrently with its initial filing
      of such Registration Statement with the SEC. 

     

    4.    Obligations
      of the Investors.

     

    a.    At
      least
      five (5) Business Days prior to the first anticipated filing date of a
      Registration Statement, the Company shall notify each Investor in writing of
      the
      information the Company requires from each such Investor if such Investor elects
      to have any of such Investor's Registrable Securities included in such
      Registration Statement. It shall be a condition precedent to the obligations
      of
      the Company to complete 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 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.

      
        
          
          

        

        
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    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 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.

     

    c.    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 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 the copies of the
      supplemented or amended prospectus contemplated by Section 3(g) or the first
      sentence of 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 Securities Purchase 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 3(f) and for which the Investor has not
      yet settled.

     

    d.    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.

     

    5.    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 $15,000 for the Initial
      Registration Statement and for each Additional Registration
      Statement.

     

    6.    Indemnification.

     

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

     

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

      
        
          
          

        

        
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    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): (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; 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.

     

    b.    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 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

      
        
          
          

        

        
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    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.

     

    c.    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 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

      
        
          
          

        

        
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    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.

     

    d.    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.

     

    e.    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.

     

    7.    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 net amount of proceeds received by such seller
      from the sale of such Registrable Securities pursuant to such Registration
      Statement.

     

    8.    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 to:

     

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

     

    b.    file
      with
      the SEC in a timely manner all annual reports on Form 10-K or 10-KSB, and
      quarterly reports on Form 10-Q or 10-QSB required of the Company under 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

     

    c.    furnish
      to each Investor so long as such Investor owns Registrable Securities, promptly
      upon written 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.

      
        
          
          

        

        
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    9.    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 Securities Purchase Agreement.

     

    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 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.

     

    11.    Miscellaneous.

     

    a.    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.

     

    b.    Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one Business Day after deposit with a nationally recognized overnight
      delivery service, in each case properly addressed to the party to receive the
      same. The addresses and facsimile numbers for such communications shall
      be:

     

    If
      to the
      Company:

     

    Cleveland
      BioLabs, Inc.

    11000
      Cedar Ave., Suite 290

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    Cleveland,
      Ohio 44106

    Telephone: (216)
      229-2251

    Facsimile: (216)
      229-1764

    Attention: Michael
      Fonstein

     

    With
      a
      copy (for informational purposes only) to:

     

    Katten
      Muchin Rosenman LLP

    525
      West
      Monroe Street

    Chicago,
      Illinois 60661

    Telephone: (312)
      902-5200

    Facsimile: (312)
      902-1061

    Attention: Ram
      Padmanabhan

     

    If
      to the
      Transfer Agent:

     

    Continental
      Stock Transfer & Trust Company

    17
      Battery Place, 8th Floor

    New
      York,
      New York 10004

    Telephone: (212)
      845-3217

    Facsimile: (212)
      616-7616

    Attention: Gregory
      P. Denman

     

    If
      to
      Legal Counsel:

     

    Schulte
      Roth & Zabel LLP

    919
      Third
      Avenue

    New
      York,
      New York 10022

    Telephone:
      (212) 756-2000

    Facsimile:
      (212) 593-5955

    Attention:
      Eleazer N. Klein, Esq.

     

    If
      to a
      Buyer, to its address and facsimile number set forth on Schedule
      I
      to the
      Securities Purchase Agreement, with copies to such Buyer's representatives
      as
      set forth on the Schedule of Buyers, or to such other address and/or facsimile
      number and/or to the attention of such other Person as the recipient party
      has
      specified by written notice given to each other party at least five (5) days
      prior to the effectiveness of such change. Written confirmation of receipt
      (A)
      given by the recipient of such notice, consent, waiver or other communication,
      (B) mechanically or electronically generated by the sender's facsimile machine
      containing the time, date, recipient facsimile number and an image of the first
      page of such transmission or (C) provided by a courier or overnight courier
      service shall be rebuttable evidence of personal service, receipt by facsimile
      or receipt from a nationally recognized overnight delivery service in accordance
      with clause (i), (ii) or (iii) above, respectively.

     

    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.

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      



    d.    All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of New
      York, without giving effect to any choice of law or conflict of law provision
      or
      rule (whether of the State of New York or any other jurisdictions) that would
      cause the application of the laws of any jurisdictions other than the State
      of
      New York. Each party hereby irrevocably submits to the exclusive jurisdiction
      of
      the state and federal courts sitting in The City of New York, Borough of
      Manhattan, 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.
      If any provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement in that jurisdiction or
      the
      validity or enforceability of any provision of this Agreement in any other
      jurisdiction. 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.

     

    e.    This
      Agreement, the other Transaction Documents (as defined in the Securities
      Purchase Agreement) 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 Transaction 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.

     

    f.    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.

     

    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 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 other electronic 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,

      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

      



    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.

     

    j.    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.

     

    k.    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.

     

    l.    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.

     

    m.    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.

     

    *
      * * * *
      *

     

    [Signature
      Page Follows]

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

       

    

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

     

    
      	 	
              COMPANY:

            
	 	
              CLEVELAND
                BIOLABS, INC.

            
	 	 
	 	
               

              By: 
                /s/ Michael
                Fonstein

              
                

              

              Name:
                Michael Fonstein

              Title:
                Chief Executive Officer & President

            
	 	 


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



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

     

    
      
        	 	
                BUYERS:

              
	 	
                 

                SUNRISE
                  SECURITIES CORP.

              
	 	
                 

                By: 
                  /s/ Marcia Kucher

                
                  

                

                Name: 
                  Marcia Kucher

                Title:
                  

              
	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    [Signature
      pages of other Buyers intentionally omitted]

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    FORM
      OF NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

     

    Continental
      Stock Transfer and Trust Company

    17
      Battery Place, 8th Floor

    New
      York,
      NY 10004

    Telephone: (212)
      845-3217

    Facsimile: (212)
      616-7616

    Attention: Gregory
      P. Denman

     

    Re:    Cleveland
      BioLabs, Inc.

     

    Ladies
      and Gentlemen:

     

    [We
      are][I am] counsel to Cleveland BioLabs, Inc., a Delaware corporation (the
      "Company"),
      and
      have represented the Company in connection with that certain Securities Purchase
      Agreement (the "Securities
      Purchase Agreement")
      entered into by and among the Company and the buyers named therein
      (collectively, the "Holders")
      pursuant to which the Company issued to the Holders preferred shares (the
      "Preferred
      Shares")
      convertible into the Company's common stock, $0.005 par value (the "Common
      Stock"),
      warrants exercisable for shares of Common Stock (the "Warrants").
      Pursuant to the Securities Purchase 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
      Registrable Securities (as defined in the Registration Rights Agreement),
      including the shares of Common Stock issuable upon conversion of the Preferred
      Shares and the shares of Common Stock issuable upon exercise of the Warrants,
      under the Securities Act of 1933, as amended (the "1933
      Act").
      In
      connection with the Company's obligations under the Registration Rights
      Agreement, on ____________ ___, 200_, the Company filed a Registration Statement
      on Form ____ (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][I] have no knowledge, after telephonic

      
        
          
          

        

        
          Exhibit
            A-1

          
            

          

        

        
          
          

        

      



    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.

     

    This
      letter shall serve as our standing instruction to you that the shares of Common
      Stock are freely transferable by the Holders pursuant to the Registration
      Statement. You need not require further letters from us to effect any future
      legend-free issuance or reissuance of shares of Common Stock to the Holders
      as
      contemplated by the Company's Irrevocable Transfer Agent Instructions dated
      _______ __, 2007. 

     

     

    Very
      truly yours,

     

    [ISSUER'S
      COUNSEL]

     

    By:_____________________

     

    CC: [LIST
      NAMES OF HOLDERS]

    
      
        
        

      

      
        Exhibit
          A-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    SELLING
      STOCKHOLDERS

     

    The
      shares of Common Stock being offered by the selling stockholders are issuable
      upon conversion of the convertible preferred shares and upon exercise of the
      warrants. For additional information regarding the issuance of those convertible
      preferred shares and warrants, see "Private Placement of Convertible Preferred
      Shares and Warrants" above. We are registering the shares of Common Stock in
      order to permit the selling stockholders to offer the shares for resale from
      time to time. Except for the ownership of the preferred shares and warrants
      issued pursuant to the Securities Purchase Agreement, the selling stockholders
      have not had any material relationship with us within the past three
      years.

     

    The
      table
      below lists the selling stockholders and other information regarding the
      beneficial ownership of the shares of Common Stock by each of the selling
      stockholders. The second column lists the number of shares of Common Stock
      beneficially owned by each selling stockholder, based on its ownership of the
      convertible preferred shares and warrants, as of ________, 200_, assuming
      conversion of all convertible preferred shares and exercise of the warrants
      held
      by the selling stockholders on that date, without regard to any limitations
      on
      conversions or exercise.

     

    The
      third
      column lists the shares of Common Stock being offered by this prospectus by
      the
      selling stockholders.

     

    In
      accordance with the terms of a registration rights agreement with the selling
      stockholders, this prospectus generally covers the resale of at least 130%
      of
      the sum of (i) the number of shares of Common Stock issuable upon conversion
      of
      the convertible preferred shares as of the trading day immediately preceding
      the
      date the registration statement of which this prospectus is a part was initially
      filed with the SEC and (ii) the number of shares of Common Stock issuable upon
      exercise of the related warrants as of the trading day immediately preceding
      the
      date the registration statement of which this prospectus is a part was initially
      filed with the SEC [Subject to revision for Additional Registration Statements].
      Because the conversion price of the convertible preferred shares and the
      exercise price of the warrants may be adjusted, the number of shares that will
      actually be issued may be more or less than the number of shares being offered
      by this prospectus. The fourth column assumes the sale of all of the shares
      offered by the selling stockholders pursuant to this prospectus.

     

    Under
      the
      terms of the certificate of designations and the warrants, a selling stockholder
      may not convert the preferred shares or exercise the warrants to the extent
      such
      conversion or exercise would cause such selling stockholder, together with
      its
      affiliates, to beneficially own a number of shares of Common Stock which would
      exceed 9.99% of our then outstanding shares of Common Stock following such
      conversion or exercise, excluding for purposes of such determination shares
      of
      Common Stock issuable upon conversion of the convertible preferred shares which
      have not been converted and upon exercise of the warrants which have not been
      exercised. The number of shares in the second column does not reflect this
      limitation. The selling stockholders may sell all, some or none of their shares
      in this offering. See "Plan of Distribution."

    
      
        
        

      

      
        Exhibit
          B-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Name
                of Selling Stockholder

            	 	
              Number
                of Shares of Common Stock Owned Prior to Offering

            	 	
              Maximum
                Number of Shares of Common Stock to be Sold Pursuant to this
                Prospectus

            	 	
              Number
                of Shares of Common Stock Owned After Offering

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    PLAN
      OF DISTRIBUTION

     

    We
      are
      registering the shares of Common Stock issuable upon conversion of the
      convertible preferred shares and upon exercise of the warrants to permit the
      resale of these shares of Common Stock by the holders of the convertible
      preferred shares and warrants 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;

            


    

     

    
      	
            	·	
              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 created after the effective date of the registration statement of
      which this prospectus is a part 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 convertible preferred shares or warrants or 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 supplement to this prospectus
      under Rule 424(b)(3) or other applicable provision 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.

      
        
          
          

        

        
          -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 certain liabilities,
      including certain liabilities under the Securities Act, in accordance with
      the
      registration rights agreements, or the selling stockholders will be entitled
      to
      contribution with respect thereto. We will 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 will be entitled to
      contribution.

     

    Once
      sold
      under the 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.

    
      
        
        

      

      -3-