THIS
      WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE
      NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”),
      OR
      ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE
      TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A
      REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE
      SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL
      SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE
      SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH
      ALL
      APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.

     

    
      	
              No.
                IW-001

            	
              For
                the Purchase

            
	
              
                 

              

            	
              of
                [160,000] shares

            
	
              
                 

              

            	
              of
                Common Stock

            


    

    


    WARRANT
      TO PURCHASE 

    COMMON
      STOCK

    OF

    PINPOINT
      ADVANCE CORP.

    (a
      Delaware corporation)

     

    Pinpoint
      Advance Corp., a Delaware corporation (the “Company”),
      for
      value received, hereby certifies that [ ] (or any permitted transferee, the
      “Holder”),
      is
      entitled, subject to the terms set forth below, to purchase from the Company,
      at
      any time or from time to time on or before the earlier of: (a) 5:00 p.m. Eastern
      Standard Time on [_____________] [five
      years following the date of the prospectus]
      or (b)
      termination of this Warrant pursuant to Section 7 hereof (the “Expiration
      Date”),
      [160,000] shares of Common Stock, par value $0.0001 per share, of the Company
      (the “Common
      Stock”),
      at a
      purchase price per share as set forth in Section 1 hereof, as adjusted, upon
      the
      occurrence of certain events as set forth in Section 3 of this Warrant. The
      shares of Common Stock issuable upon exercise of this Warrant, and the purchase
      price per share, are hereinafter referred to as the “Warrant
      Stock”
and
      the
“Purchase
      Price,”
      respectively. 

     

    1. Exercise

    


    1.1 Manner
      of Exercise; Payment in Cash.
      This
      Warrant may be exercised by the Holder, in whole or in part:

    


    (a) commencing
      90 days following the closing of the Company’s first Business Combination (as
      defined in the Company’s Certificate of Incorporation) (the “Initial
      Business Combination”):
      (i)
      as to one-half of the shares covered by this Warrant, if, and only if, the
      last
      sales price of the Common Stock exceeds $9.00 per share for any 20 trading
      days
      within a 30 trading day period commencing after such 90 day period, at a
      Purchase Price of $6.00 per Warrant Stock and (ii) as to the remaining shares
      covered by this Warrant, if and only if, the last sales price of the Common
      Stock exceeds $10.00 per share for any 20 trading days within a 30 trading
      day
      period commencing after such 90 day period, at a Purchase Price of $6.00 per
      Warrant Stock; provided, however, that appropriate adjustments shall be made
      in
      the application of the provisions of this Section 1.1(a) in the event of any
      adjustments to the Purchase Price pursuant to Section 3 hereof; and

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (b) by
      surrendering this Warrant, with the purchase form appended hereto as
Exhibit
      A
      duly
      executed by the Holder, at the principal office of the Company, or at such
      other
      place as the Company may designate, accompanied by payment in full of the
      Purchase Price payable in respect of the number of shares of Warrant Stock
      purchased upon such exercise. Subject to Section 1.4 hereof, payment of the
      Purchase Price shall be in cash or by certified or official bank check payable
      to the order of the Company. 

    


    (c) Notwithstanding
      anything to the contrary contained in this Warrant, under no circumstances
      will
      the Company be required to net cash settle the exercise of this Warrant. As
      a
      result of the foregoing, this Warrant may expire unexercised.

    


    1.2 Effectiveness.
      

    


    Each
      exercise of this Warrant shall be deemed to have been effected immediately
      prior
      to the close of business on the day on which this Warrant shall have been
      surrendered to the Company as provided in Section 1.1 above. At such time,
      the
      person or persons in whose name or names any certificates for Warrant Stock
      shall be issuable upon such exercise as provided in Section 1.3 below shall
      be
      deemed to have become the holder or holders of record of the Warrant Stock
      represented by such certificates.

     

    1.3 Delivery
      of Certificates.
      

    


    As
      soon
      as practicable after the exercise of this Warrant in whole or in part, and
      in
      any event within ten business days thereafter, the Company, at its sole expense,
      will cause to be issued in the name of, and delivered to, the Holder, or,
      subject to the terms and conditions hereof, as such Holder (upon payment by
      such
      Holder of any applicable transfer taxes) may direct:

     

    (a) A
      certificate or certificates for the number of full shares of Warrant Stock
      to
      which such Holder shall be entitled upon such exercise plus, in lieu of any
      fractional share to which such Holder would otherwise be entitled, cash in
      an
      amount determined pursuant to Section 1.4(c) hereof; and

    


    (b) In
      case
      such exercise is in part only, a new warrant or warrants (dated the date hereof)
      of like tenor, calling in the aggregate on the face or faces thereof for the
      number of shares of Warrant Stock (without giving effect to any adjustment
      therein) equal to the number of such shares called for on the face of this
      Warrant minus the number of such shares purchased by the Holder upon such
      exercise as provided in Section 1.1 above.

    


    1.4 Right
      to Convert Warrant into Stock: Net Issuance.

    


    (a) Right
      to Convert. 
      Subject
      to Section 7, in addition to and without limiting the rights of the Holder
      under
      the terms of this Warrant, provided this Warrant may then be exercised pursuant
      to Section 1.1(a) hereof, and further provided the
      original Holder, or a permitted transferee of such Holder, holds this Warrant
      following its issuance by the Company,
      the
      Holder shall have the right to convert this Warrant or any portion thereof,
      to
      the extent it is then exercisable as provided in Section 1.1(a) hereof (the
      “Conversion
      Right”)
      into
      shares of Common Stock as provided in this Section 1.4 at any time or from
      time
      to time during the term of this Warrant. Upon exercise of the Conversion Right
      with respect to a particular number of shares subject to this Warrant (the
      “Converted
      Warrant Shares”),
      the
      Company shall deliver to the Holder (without payment by the holder of any
      Purchase Price or any cash or other consideration) that number of shares of
      fully paid and nonassessable Common Stock equal to the quotient obtained by
      dividing (X) the value of this Warrant (or the specified portion hereof) on
      the
      Conversion Date (as defined in subsection (b) hereof), which value shall be
      determined by subtracting (A) the aggregate Purchase Price of the Converted
      Warrant Shares immediately prior to the exercise of the Conversion Right from
      (B) the aggregate fair market value of the Converted Warrant Shares issuable
      upon exercise of this Warrant (or the specified portion hereof) on the
      Conversion Date (as herein defined) by (Y) the fair market value of one share
      of
      Common Stock on the Conversion Date.

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    Expressed
      as a formula, such conversion shall be computed as follows:

    


    
      	
              X

            	
              =    B-A

            
	
               

            	
                     
                Y

            
	
               

            	
               

            
	
              where:
                

            	
              X
                =
                the number of shares of Common Stock that may be issued to the
                Holder

            
	
               

            	
               

            
	
               

            	
              Y
                =
                the fair market value (FMV) of one share of Common
                Stock

            
	
               

            	
               

            
	
               

            	
              A
                =
                the aggregate Warrant Price (Converted Warrant Shares x Purchase
                Price)

            
	
               

            	
               

            
	
               

            	
              B
                =
                the aggregate FMV (i.e., FMV x Converted Warrant
                Shares)

            


    

    


    (b) Method
      of Exercise.
      Subject
      to Section 1.4(d), the Conversion Right may be exercised by the Holder by the
      surrender of this Warrant at the principal office of the Company together with
      the Purchase Form in the form attached hereto duly completed and executed and
      indicating the number of shares subject to this Warrant which are being
      surrendered (referred to in Section 1.4(a) hereof as the Converted Warrant
      Shares) in exercise of the Conversion Right. Such conversion shall be effective
      upon receipt by the Company of this Warrant together with the aforesaid written
      statement, or on such later date as is specified therein (the “Conversion
      Date”),
      and,
      at the election of the Holder, may be made contingent upon the occurrence of
      any
      of the events specified in Section 8. Certificates for the shares issuable
      upon
      exercise of the Conversion Right and, if applicable, a new Warrant evidencing
      the balance of the shares remaining subject to this Warrant, shall be issued
      as
      of the Conversion Date and shall be delivered to the Holder within 30 days
      following the Conversion Date.

    


    (c) Determination
      of Fair Market Value.
      For
      purposes of this Agreement, “fair market value” of a share of Common Stock as of
      a particular date (the “Determination
      Date”)
      shall
      mean:

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

       

    

    (i) If
      traded
      on a securities exchange, the fair market value of the Common Stock shall be
      deemed to be the average of the closing prices of the Common Stock on such
      exchange over the five-day period ending one business day prior to the
      Determination Date or, if less, such number of days as the Common Stock has
      been
      traded on such exchange;

    


    (ii) If
      traded
      over-the-counter, the fair market value of the Common Stock shall be deemed
      to
      be the average of the closing bid prices of the Common Stock over the five-day
      period ending one business day prior to the Determination Date or, if less,
      such
      number of days as the Common Stock has been traded over-the-counter;
      and

    


    (iii) If
      there
      is no public market for the Common Stock, then fair market value shall be
      determined in good faith by the Board of Directors of the Company.

    


    (d) Limitation
      on Right to Convert.
      The
      Conversion Right may only be exercised by the original Holder or a transferee
      permitted pursuant to Section 8 hereof.

    


    2. Fractional
      Shares. The
      Company shall not be required upon the exercise of this Warrant to issue any
      fractional shares, but instead shall, upon such exercise, round up or down
      to
      the nearest whole number of shares of Common Stock to be issued to the
      Holder.

     

    3. Certain
      Adjustments. 

    


    3.1 Changes in
      Common Stock.
      In
      case
      the Company shall at any time after the date hereof (i) declare a dividend
      on
      the outstanding shares of Common Stock payable solely in shares of its capital
      stock, (ii) subdivide the outstanding shares of Common Stock, (iii) combine
      the
      outstanding shares of Common Stock into a lesser number of shares, or (iv)
      issue
      any shares of its capital stock by reclassification of the shares of Common
      Stock (including any such reclassification in connection with a consolidation
      or
      merger in which the Company is the continuing corporation), then, in each case,
      the Purchase Price, and the number and kind of securities issuable upon exercise
      or conversion of this Warrant, in effect at the time of the record date for
      such
      dividend or of the effective date of such subdivision, combination, or
      reclassification, shall be proportionately adjusted so that, subject to Section
      1.1(a) hereof, the Holder after such time shall be entitled to receive upon
      exercise of this Warrant the aggregate number and kind of shares which, if
      such
      Warrant had been exercised or converted immediately prior to such time (assuming
      all of the requirements of Section 1.1(a) had been satisfied), such Holder
      would
      have owned upon such exercise or conversion and been entitled to receive by
      virtue of such dividend, subdivision, combination, or reclassification. Such
      adjustment shall be made successively whenever any event listed above shall
      occur.

     

    3.2 Reorganizations
      and Reclassifications.
      If
      there
      shall occur any capital reorganization or reclassification of the Common Stock
      (other than a change in par value or a subdivision or combination as provided
      for in Section 3.1), then, as part of any such reorganization or
      reclassification, lawful provision shall be made so the Holder shall have the
      right thereafter to receive upon the exercise of this Warrant the kind and
      amount of shares of stock or other securities or property which such Holder
      would have been entitled to receive if, immediately prior to any such
      reorganization or reclassification (assuming all of the requirements of Section
      1.1(a) had been satisfied), such Holder had held the number of shares of Common
      Stock which were then subject to this Warrant. In any such case, appropriate
      adjustment (as reasonably determined by the Board of Directors of the Company)
      shall be made in the application of the provisions set forth herein with respect
      to the rights and interests thereafter of the Holder, such that the provisions
      set forth in this Section 3 (including provisions with respect to adjustment
      of
      the Purchase Price) shall thereafter be applicable, as nearly as is reasonably
      practicable, in relation to any shares of stock or other securities or property
      thereafter deliverable upon the exercise of this Warrant.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

       

    

    3.3 Merger,
      Consolidation or Sale of Assets.
      

    


    Subject
      to the provisions of Section 7, if there shall be a merger or consolidation
      of
      the Company with or into another corporation (other than a merger or
      reorganization involving only a change in the state of incorporation of the
      Company or the acquisition by the Company of other businesses where the Company
      survives as a going concern), or the sale of all or substantially all of the
      Company’s capital stock or assets to any other person, then as a part of such
      transaction, provision shall be made so that, subject to Section 1.1(a) hereof,
      the Holder shall thereafter be entitled to receive upon exercise of this Warrant
      the number of shares of stock or other securities or property of the Company,
      or
      of the successor corporation resulting from the merger, consolidation or sale,
      to which the Holder would have been entitled if the Holder had exercised its
      rights pursuant to the Warrant immediately prior thereto (assuming all of the
      requirements of Section 1.1(a) hereof had been satisfied). In any such case,
      appropriate adjustment shall be made in the application of the provisions of
      this Section 3 to the extent the provisions of this Section 3 shall be
      applicable after that event in as nearly equivalent a manner as may be
      practicable.

     

    3.4 Certificate
      of Adjustment.
      When
      any
      adjustment is required to be made in the number of shares of Common Stock or
      other securities or property issuable upon exercise of this Warrant or in the
      Purchase Price, the Company shall promptly mail to the Holder a certificate
      setting forth such number of shares or other securities or property or the
      Purchase Price after such adjustment and setting forth a brief statement of
      the
      facts requiring such adjustment. Delivery of such certificate shall be deemed
      to
      be a final and binding determination with respect to such adjustment absent
      manifest error unless challenged by the Holder within ten days of receipt
      thereof. 

     

    4. Compliance
      with Securities Act.

    


    4.1 Unregistered
      Securities.
      Holder
      acknowledges this Warrant and the Warrant Stock have not been registered under
      the Securities Act of 1933, as amended, and the rules and regulations
      thereunder, or any successor legislation (the “Securities
      Act”),
      and
      agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise
      dispose of this Warrant or any Warrant Stock in the absence of: (a) an effective
      registration statement under the Securities Act covering this Warrant or such
      Warrant Stock and registration or qualification of this Warrant or such Warrant
      Stock under any applicable “blue sky” or state securities law then in effect or
      (b) an opinion of counsel, satisfactory to the Company, that such registration
      and qualification are not required. The Company may delay issuance of the
      Warrant Stock until completion of any action or obtaining of any consent, which
      the Company deems necessary under any applicable law (including, without
      limitation, state securities or “blue sky” laws).

     

    4.2 Investment Letter. Without
      limiting the generality of Section 4.1, unless the offer and sale of any shares
      of Warrant Stock shall have been effectively registered under the Securities
      Act, the Company shall be under no obligation to issue the Warrant Stock unless
      and until the Holder shall have executed an investment letter in form and
      substance satisfactory to the Company, including a warranty at the time of
      such
      exercise that the Holder is acquiring such shares for his, her or its own
      account, for investment and not with a view to, or for sale in connection with,
      the distribution of any such shares.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

       

    

    4.3 Legend.
      Certificates
      delivered to the Holder pursuant to Section 1.3 shall bear the following legend
      or a legend in substantially similar form:

     

    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE
      STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY
      PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT
      WITH
      RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY
      SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
      AN
      EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE.”

    


    5. Reservation
      of Stock. The
      Company will at all times reserve and keep available, solely for issuance and
      delivery upon the exercise of this Warrant, such shares of Warrant Stock and
      other stock, securities and property, as from time to time shall be issuable
      upon the exercise of this Warrant. The Company covenants that all shares of
      Warrant Stock so issuable will, when issued against payment therefor, be duly
      and validly issued and fully paid and nonassessable.

     

    6. Replacement
      of Warrants. Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of loss, theft or
      destruction, upon delivery of an indemnity agreement (with surety if reasonably
      required) in an amount reasonably satisfactory to the Company, or in the case
      of
      mutilation upon surrender and cancellation of this Warrant, the Company will
      issue, in lieu thereof, a new Warrant of like tenor.

     

    7. Termination
      Upon Certain Events. If,
      subsequent to the Initial Business Combination, there shall be a merger or
      consolidation of the Company with or into another corporation (other than a
      merger or reorganization involving only a change in the state of incorporation
      of the Company or the acquisition by the Company of other businesses where
      the
      Company survives as a going concern), or the sale of all or substantially all
      of
      the Company’s capital stock or assets to any other person, or the liquidation or
      dissolution of the Company, then as a part of such transaction, at the Company’s
      option, either:

     

    (a) provision
      shall be made so that, subject to Section 1.1(a) hereof, the Holder shall
      thereafter be entitled to receive upon exercise of this Warrant the number
      of
      shares of stock or other securities or property of the Company, or of the
      successor corporation resulting from the merger, consolidation or sale, to
      which
      the Holder would have been entitled if the Holder had exercised its rights
      pursuant to the Warrant immediately prior thereto (assuming all of the
      requirements of Section 1.1(a) had been satisfied), and, in such case,
      appropriate adjustment shall be made in the application of the provisions of
      this Section 7(a) to the end that the provisions of this Section 7(a) shall
      be
      applicable after that event in as nearly equivalent a manner as may be
      practicable; or

    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

       

    

    (b) this
      Warrant shall terminate on the effective date of such merger, consolidation
      or
      sale (the “Termination
      Date”)
      and
      become null and void, provided, that if this Warrant shall not have otherwise
      terminated or expired, (i) the Company shall have given the Holder written
      notice of such Termination Date at least 20 business days prior to the
      occurrence thereof, and (ii) the Holder shall have the right, until 5:00 p.m.,
      Eastern Standard Time, on the day immediately prior to the Termination Date
      to
      exercise its rights hereunder to the extent not previously exercised and without
      regard to whether the requirements set forth in Section 1.1(a) hereof have
      been
      satisfied. [SN: ???]

    


    8. Transferability.
      This
      Warrant shall not be assigned, pledged or hypothecated in any way and shall
      not
      be subject to execution, attachment or similar process until such time as the
      Company completes the Initial Business Combination. The
      foregoing transfer restriction shall not apply to: (a) transfers to the
      stockholders of the original Holder or family members of such stockholders,
      (b)
      transfers resulting from the death of any Holder, (c) transfers by operation
      of
      law, (d) any transfer for estate planning purposes to persons immediately
      related to the transferor by blood, marriage or adoption, or (e) any trust
      solely for the benefit of such transferor and/or the persons described in the
      preceding clause; provided,
      however,
      that with respect to each of the transfers described in clauses (a), (b), (c),
      (d) and (e) of this sentence, prior to such transfer, each permitted transferee
      or the trustee or legal guardian for each permitted transferee agrees in writing
      to be bound by the terms of this Warrant. Any
      attempted transfer, assignment, pledge, hypothecation or other disposition
      of
      this Warrant or of any rights granted hereunder contrary to the provisions
      of
      this Section 8, or the levy of any attachment or similar process upon this
      Warrant or such rights, shall be null and void.

     

    9. Registration
      Rights. This
      Warrant and the Warrant Stock are entitled to the registration rights set forth
      on Exhibit
      B
      hereto.

     

    10. No
      Rights as Shareholder. Until
      the
      exercise of this Warrant, the Holder shall not have or exercise any rights
      as a
      stockholder of the Company.

     

    11. Notices.
      All
      notices, requests and other communications hereunder shall be in writing, shall
      be (a) delivered by hand, (b) sent by overnight courier, or (c) sent by
      registered or certified mail, postage prepaid, return receipt requested. In
      the
      case of notices from the Company to the Holder, they shall be sent to the
      address furnished to the Company in writing by the last Holder who shall have
      furnished an address to the Company in writing. All notices from the Holder
      to
      the Company shall be delivered to the Company at its offices at 4 Maskit Street,
      Herzeliya, Israel 46700, or such other address as the Company shall so notify
      the Holder. All notices, requests and other communications hereunder shall
      be
      deemed to have been given: (i) if made by hand, at the time of the delivery
      thereof to the receiving party at the address of such party described above,
      (ii) if sent by overnight courier, on the next business day following the day
      such notices is delivered to the courier service, or (iii) if sent by registered
      or certified mail, on the third business day following the day of registration
      or certification thereof.

     

    12. Waivers
      and Modifications. Any
      term
      or provision of this Warrant may be waived only by written document executed
      by
      the party entitled to the benefits of such terms or provisions. The terms and
      provisions of this Warrant may be modified or amended only by written agreement
      executed by the parties hereto.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

       

    

    13. Headings.
      The
      headings in this Warrant are for convenience of reference only and shall in
      no
      way modify or affect the meaning or construction of any of the terms or
      provisions of this Warrant.

     

    14. Governing
      Law. This
      Warrant will be governed by and construed in accordance with and governed by
      the
      laws of Delaware, without giving effect to the conflict of law principles
      thereof.

    


    


    
      	 	
              PINPOINT
                ADVANCE CORP.

              


              


              


              By:
                ________________________________

              Name: Adiv
                Baruch

              Title: Chief
                Executive Officer

            


    

    


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    


    PURCHASE
      FORM

    


    To: PINPOINT
      ADVANCE CORP.

    


    The
      undersigned pursuant to the provisions set forth in the attached Warrant (No.
      ___-____), hereby irrevocably elects to (check one):

     

    
      	
              _____

            	
               

            	
               

              (A)    purchase
                __________ shares of the Common Stock, par value $0.0001 per share,
                of
                Pinpoint Advance Corp. (the “Common
                Stock”),
                covered by such Warrant and herewith makes payment of $____________,
                representing the full purchase price for such shares at the price
                per
                share provided for in such Warrant; or

            
	
               

            	
               

            	
               

            
	
              _____

            	
               

            	
              (B)    convert
                _________ Converted Warrant Shares into that number of shares of
                fully
                paid and nonassessable shares of Common Stock, determined pursuant
                to the
                provisions of Section 1.4 of the
                Warrant.

            


    

    


    The
      Common Stock for which the Warrant may be exercised or converted shall be known
      herein as the “Warrant
      Stock.”

    


    The
      undersigned is aware that the Warrant Stock has not been and will not be
      registered under the Securities Act of 1933, as amended (the “Securities
      Act”),
      or
      any state securities laws. The undersigned understands that reliance by the
      Company on exemptions under the Securities Act is predicated in part upon the
      truth and accuracy of the statements of the undersigned in this Purchase
      Form.

    


    The
      undersigned represents and warrants: (a) he, she or it has been furnished with
      all information which he, she or it deems necessary to evaluate the merits
      and
      risks of the purchase of the Warrant Stock, (b) he, she or it has had the
      opportunity to ask questions concerning the Warrant Stock and the Company and
      all questions posed have been answered to his, her or its satisfaction, (c)
      he,
      she or it has been given the opportunity to obtain any additional information
      it
      deems necessary to verify the accuracy of any information obtained concerning
      the Warrant Stock and the Company, and (d) it has such knowledge and experience
      in financial and business matters that it is able to evaluate the merits and
      risks of purchasing the Warrant Stock and to make an informed investment
      decision relating thereto.

    


    The
      undersigned hereby represents and warrant that it is purchasing the Warrant
      Stock for his, her or its own account for investment and not with a view to
      the
      sale or distribution of all or any part of the Warrant Stock.

    


    The
      undersigned understands that because the Warrant Stock has not been registered
      under the Securities Act he, she or it must continue to bear the economic risk
      of the investment for an indefinite period of time and the Warrant Stock cannot
      be sold unless it is subsequently registered under applicable federal and state
      securities laws or an exemption from such registration is
      available.

    


    
      
        
        

      

      
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    The
      undersigned agrees he, she or it will in no event sell or distribute or
      otherwise dispose of all or any part of the Warrant Stock unless: (1) there
      is
      an effective registration statement under the Securities Act and applicable
      state securities laws covering any such transaction involving the Warrant Stock
      or (2) the Company receives an opinion satisfactory to the Company of the
      undersigned’s legal counsel stating that such transaction is exempt from
      registration. The undersigned consents to the placing of a legend on his, her
      or
      its certificate for the Warrant Stock stating that the Warrant Stock has not
      been registered and setting forth the restriction on transfer contemplated
      hereby and to the placing of a stop transfer order on the books of the Company
      and with any transfer agents against the Warrant Stock until the Warrant Stock
      may be legally resold or distributed without restriction.

    


    The
      undersigned has considered the federal and state income tax implications of
      the
      exercise of the Warrant and the purchase and subsequent sale of the Warrant
      Stock.

     

    
      	 	
              _______________________________________

              


              


              


              Dated: _______________________________

            


    

     

    
      
        
        

      

      
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    EXHIBIT
      B

    


    Registration
      Rights

    


    A. Demand
      Registration.
      

    


    1.
      Grant
      of Right.
      The
      Company, upon written demand (“Initial
      Demand Notice”)
      of the
      Holder(s) of at least 51% of this Warrant and/or the underlying Warrant Stock
      (“Majority
      Holders”),
      agrees to register (the “Demand
      Registration”)
      under
      the Securities Act on one occasion, all or any portion of this Warrant requested
      by the Majority Holders in the Initial Demand Notice and all of the securities
      underlying such Warrant (collectively, the “Registrable
      Securities”).
      On
      such occasion, the Company will file a registration statement or a
      post-effective amendment to the Registration Statement covering the Registrable
      Securities within 60 days after receipt of the Initial Demand Notice and use
      its
      best efforts to have such registration statement or post-effective amendment
      declared effective as soon as possible thereafter. The demand for registration
      may be made at any time after the 90th
      day
      following the closing of the Initial Business Combination (the “Release
      Date”).
      The
      Initial Demand Notice shall specify the number of shares of Registrable
      Securities proposed to be sold and the intended method(s) of distribution
      thereof. The Company will notify all holders of this Warrant and/or Registrable
      Securities of the demand within ten days from the date of the receipt of any
      such Initial Demand Notice. Each holder of Registrable Securities who wishes
      to
      include all or a portion of such holder’s Registrable Securities in the Demand
      Registration (each such holder including shares of Registrable Securities in
      such registration, a “Demanding
      Holder”)
      shall
      so notify the Company within 15 days after the receipt by the holder of the
      notice from the Company. Upon any such request, the Demanding Holders shall
      be
      entitled to have their Registrable Securities included in the Demand
      Registration. Further, the Company shall not be obligated to deliver securities
      to the holder until such time, if any, that a registration statement is declared
      effective. If the Company uses its bests efforts to comply with such provisions
      then it shall have no liability due to a delay in the registration or the
      effectiveness of such registration statement. Notwithstanding anything to the
      contrary contained in this Agreement, under no circumstances will the Company
      be
      required to net cash settle the exercise of this Warrant. As a result of the
      foregoing, this Warrant may expire unexercised.

    


    2.
      Effective
      Registration.
      A
      registration will not count as a Demand Registration until the registration
      statement filed with the Commission with respect to such Demand Registration
      has
      been declared effective and the Company has complied with all of its obligations
      under this Agreement with respect thereto; provided, however, that if, after
      such registration statement has been declared effective, the offering of
      Registrable Securities pursuant to a Demand Registration is interfered with
      by
      any stop order or injunction of the Commission or any other governmental agency
      or court, the registration statement with respect to such Demand Registration
      will be deemed not to have been declared effective, unless and until,
      (i) such stop order or injunction is removed, rescinded or otherwise
      terminated, and (ii) a majority-in-interest of the Demanding Holders
      thereafter elect to continue the offering. 

    


    
      
        
        

      

      
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    3.
      Underwritten
      Offering.
      If the
      Majority Holders so elect and such holders so advise the Company as part of
      the
      Initial Demand Notice that the Demand Registration shall be in the form of
      an
      underwritten offering, then the offering of such Registrable Securities pursuant
      to such Demand Registration shall be in the form of an underwritten offering.
      In
      such event, the right of any holder to include its Registrable Securities in
      such registration shall be conditioned upon such holder’s participation in such
      underwriting and the inclusion of such holder’s Registrable Securities in the
      underwriting to the extent provided herein. All Demanding Holders proposing
      to
      distribute their securities through such underwriting shall enter into an
      underwriting agreement in customary form with the underwriter or underwriters
      selected for such underwriting by the Majority Holders. 

    


    4.
      Reduction
      of Offering.
      If the
      managing underwriter or underwriters for a Demand Registration that is to be
      an
      underwritten offering advises the Company and the Demanding Holders in writing
      that the dollar amount or number of shares of Registrable Securities which
      the
      Demanding Holders desire to sell, taken together with all other shares of Common
      Stock or other securities which the Company desires to sell and the shares
      of
      Common Stock, if any, as to which registration has been requested pursuant
      to
      written contractual piggy-back registration rights held by other stockholders
      of
      the Company who desire to sell, exceeds the maximum dollar amount or maximum
      number of shares that can be sold in such offering without adversely affecting
      the proposed offering price, the timing, the distribution method, or the
      probability of success of such offering (such maximum dollar amount or maximum
      number of shares, as applicable, the “Maximum
      Number of Shares”),
      then
      the Company shall include in such registration: (i) first, the Registrable
      Securities as to which Demand Registration has been requested by the Demanding
      Holders (pro rata in accordance with the number of shares that each such Person
      has requested be included in such registration, regardless of the number of
      shares held by each such Person (such proportion is referred to herein as
“Pro
      Rata”))
      that
      can be sold without exceeding the Maximum Number of Shares; (ii) second, to
      the extent that the Maximum Number of Shares has not been reached under the
      foregoing clause (i), the shares of Common Stock or other securities that the
      Company desires to sell that can be sold without exceeding the Maximum Number
      of
      Shares; (iii) third, to the extent that the Maximum Number of Shares has
      not been reached under the foregoing clauses (i) and (ii), the shares of
      Common Stock or other securities registrable pursuant to the terms of the
      Registration Rights Agreement between the Company and the initial investors
      in
      the Company, dated as of                     ,
      2007
      (the “Registration
      Rights Agreement”
and
      such registrable securities, the “Investor
      Securities”)
      as to
      which “piggy-back” registration has been requested by the holders thereof, Pro
      Rata, that can be sold without exceeding the Maximum Number of Shares; and
      (iv) fourth, to the extent that the Maximum Number of Shares have not been
      reached under the foregoing clauses (i), (ii), and (iii), the shares of Common
      Stock or other securities for the account of other persons that the Company
      is
      obligated to register pursuant to written contractual arrangements with such
      persons and that can be sold without exceeding the Maximum Number of Shares.
      

    


    
      
        
        

      

      
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    5.
      Withdrawal.
      If a
      majority-in-interest of the Demanding Holders disapprove of the terms of any
      underwriting or are not entitled to include all of their Registrable Securities
      in any offering, such majority-in-interest of the Demanding Holders may elect
      to
      withdraw from such offering by giving written notice to the Company and the
      underwriter or underwriters of their request to withdraw prior to the
      effectiveness of the registration statement filed with the Commission with
      respect to such Demand Registration. If the majority-in-interest of the
      Demanding Holders withdraws from a proposed offering relating to a Demand
      Registration, then the Company need not continue its obligations under Section
      A
      of this Exhibit B. 

    


    6.
      Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the expenses of any legal counsel selected
      by
      the Holders to represent them in connection with the sale of the Registrable
      Securities, but the Holders shall pay any and all underwriting commissions.
      The
      Company agrees to use its reasonable best efforts to qualify or register the
      Registrable Securities in such states as are reasonably requested by the
      Majority Holder(s); provided, however, that in no event shall the Company be
      required to register the Registrable Securities in a state in which such
      registration would cause the Company to be obligated to qualify to do business
      in such state, or would subject the Company to taxation as a foreign corporation
      doing business in such jurisdiction. The Company shall cause any registration
      statement or post-effective amendment filed pursuant to the demand rights
      granted hereunder to remain effective for a period of nine consecutive months
      from the effective date of such registration statement or post-effective
      amendment. 

    


    B. “Piggy-Back”
      Registration.
      

    


    1.
      Piggy-Back
      Rights.
      If at
      any time during the [ ] year period commencing on the Release Date, the Company
      proposes to file a registration statement under the Securities Act with respect
      to an offering of equity securities, or securities or other obligations
      exercisable or exchangeable for, or convertible into, equity securities, by
      the
      Company for its own account or for stockholders of the Company for their account
      (or by the Company and by stockholders of the Company including, without
      limitation, pursuant to Section A of this Exhibit B), other than a
      registration statement (i) filed in connection with any employee stock
      option or other benefit plan, (ii) for an exchange offer or offering of
      securities solely to the Company’s existing stockholders, (iii) for an
      offering of debt that is convertible into equity securities of the Company
      or
      (iv) for a dividend reinvestment plan, then the Company shall (x) give
      written notice of such proposed filing to the holders of Registrable Securities
      as soon as practicable but in no event less than ten days before the anticipated
      filing date, which notice shall describe the amount and type of securities
      to be
      included in such offering, the intended method(s) of distribution, and the
      name
      of the proposed managing underwriter or underwriters, if any, of the offering,
      and (y) offer to the holders of Registrable Securities in such notice the
      opportunity to register the sale of such number of shares of Registrable
      Securities as such holders may request in writing within five days
      following receipt of such notice (a “Piggy-Back
      Registration”).
      The
      Company shall cause such Registrable Securities to be included in such
      registration and shall use its best efforts to cause the managing underwriter
      or
      underwriters of a proposed underwritten offering to permit the Registrable
      Securities requested to be included in a Piggy-Back Registration on the same
      terms and conditions as any similar securities of the Company and to permit
      the
      sale or other disposition of such Registrable Securities in accordance with
      the
      intended method(s) of distribution thereof. All holders of Registrable
      Securities proposing to distribute their securities through a Piggy-Back
      Registration that involves an underwriter or underwriters shall enter into
      an
      underwriting agreement in customary form with the underwriter or underwriters
      selected for such Piggy-Back Registration. 

    


    
      
        
        

      

      
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    2.
      Reduction
      of Offering.
      If the
      managing underwriter or underwriters for a Piggy-Back Registration that is
      to be
      an underwritten offering advises the Company and the holders of Registrable
      Securities in writing that the dollar amount or number of shares of Common
      Stock
      which the Company desires to sell, taken together with shares of Common Stock,
      if any, as to which registration has been demanded pursuant to written
      contractual arrangements with persons other than the holders of Registrable
      Securities hereunder, the Registrable Securities as to which registration has
      been requested under this Section B of this Exhibit B, and the shares of
      Common Stock, if any, as to which registration has been requested pursuant
      to
      the written contractual piggy-back registration rights of other stockholders
      of
      the Company, exceeds the Maximum Number of Shares, then the Company shall
      include in any such registration: (i) If the registration is undertaken for
      the
      Company’s account: (A) first, the shares of Common Stock or other
      securities that the Company desires to sell that can be sold without exceeding
      the Maximum Number of Shares; (B) second, to the extent that the Maximum
      Number of Shares has not been reached under the foregoing clause (A), the shares
      of Common Stock or other securities, if any, comprised of Registrable Securities
      and Investor Securities, as to which registration has been requested pursuant
      to
      the applicable written contractual piggy-back registration rights of such
      security holders, Pro Rata, that can be sold without exceeding the Maximum
      Number of Shares; and (C) third, to the extent that the Maximum Number of
      shares has not been reached under the foregoing clauses (A) and (B), the
      shares of Common Stock or other securities for the account of other persons
      that
      the Company is obligated to register pursuant to written contractual piggy-back
      registration rights with such persons and that can be sold without exceeding
      the
      Maximum Number of Shares; (ii) If the registration is a “demand” registration
      undertaken at the demand of holders of Investor Securities, (A) first, the
      shares of Common Stock or other securities for the account of the demanding
      persons, Pro Rata, that can be sold without exceeding the Maximum Number of
      Shares; (B) second, to the extent that the Maximum Number of Shares has not
      been reached under the foregoing clause (A), the shares of Common Stock or
      other
      securities that the Company desires to sell that can be sold without exceeding
      the Maximum Number of Shares; (C) third, to the extent that the Maximum
      Number of Shares has not been reached under the foregoing clauses (A) and
      (B), the shares of Registrable Securities, Pro Rata, as to which registration
      has been requested pursuant to the terms hereof, that can be sold without
      exceeding the Maximum Number of Shares; and (D) fourth, to the extent that
      the Maximum Number of Shares has not been reached under the foregoing clauses
      (A), (B) and (C), the shares of Common Stock or other securities for the
      account of other persons that the Company is obligated to register pursuant
      to
      written contractual arrangements with such persons, that can be sold without
      exceeding the Maximum Number of Shares; and (iii) If the registration is a
      “demand” registration undertaken at the demand of persons other than either the
      holders of Registrable Securities or of Investor Securities, (A) first, the
      shares of Common Stock or other securities for the account of the demanding
      persons that can be sold without exceeding the Maximum Number of Shares;
      (B) second, to the extent that the Maximum Number of Shares has not been
      reached under the foregoing clause (A), the shares of Common Stock or other
      securities that the Company desires to sell that can be sold without exceeding
      the Maximum Number of Shares; (C) third, to the extent that the Maximum
      Number of Shares has not been reached under the foregoing clauses (A) and
      (B), collectively the shares of Common Stock or other securities comprised
      of
      Registrable Securities and Investor Securities, Pro Rata, as to which
      registration has been requested pursuant to the terms hereof and of the
      Registration Rights Agreement, as applicable, that can be sold without exceeding
      the Maximum Number of Shares; and (D) fourth, to the extent that the
      Maximum Number of Shares has not been reached under the foregoing clauses (A),
      (B) and (C), the shares of Common Stock or other securities for the account
      of other persons that the Company is obligated to register pursuant to written
      contractual arrangements with such persons, that can be sold without exceeding
      the Maximum Number of Shares. 

    


    
      
        
        

      

      
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    3. Withdrawal.
      Any
      holder of Registrable Securities may elect to withdraw such holder’s request for
      inclusion of Registrable Securities in any Piggy-Back Registration by giving
      written notice to the Company of such request to withdraw prior to the
      effectiveness of the registration statement. The Company (whether on its own
      determination or as the result of a withdrawal by persons making a demand
      pursuant to written contractual obligations) may withdraw a registration
      statement at any time prior to the effectiveness of the registration statement.
      Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
      by the holders of Registrable Securities in connection with such Piggy-Back
      Registration as provided herein. 

    


    4.
      Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the expenses of any legal counsel selected
      by
      the Holders to represent them in connection with the sale of the Registrable
      Securities but the Holders shall pay any and all underwriting commissions
      related to the Registrable Securities. In the event of such a proposed
      registration, the Company shall furnish the then Holders of outstanding
      Registrable Securities with not less than 15 days written notice prior to the
      proposed date of filing of such registration statement. Such notice to the
      Holders shall continue to be given for each applicable registration statement
      filed (during the period in which the Purchase Option is exercisable) by the
      Company until such time as all of the Registrable Securities have been
      registered and sold. The Holders of the Registrable Securities shall exercise
      the “piggy-back” rights provided for herein by giving written notice, within
      five days of the receipt of the Company’s notice of its intention to file a
      registration statement. The Company shall cause any registration statement
      filed
      pursuant to the above “piggyback” rights to remain effective for at least nine
      months from the date that the Holders of the Registrable Securities are first
      given the opportunity to sell all of such securities. 

    


    C. General
      Terms.
      

    


    1.
      Indemnification.
      The
      Company shall indemnify the Holder(s) of the Registrable Securities to be sold
      pursuant to any registration statement hereunder and each person, if any, who
      controls such Holders within the meaning of Section 15 of the Act or
      Section 20(a) of the Securities Exchange Act of 1934, as amended
      (“Exchange
      Act”),
      against all loss, claim, damage, expense or liability (including all reasonable
      attorneys’ fees and other expenses reasonably incurred in investigating,
      preparing or defending against litigation, commenced or threatened, or any
      claim
      whatsoever whether arising out of any action between the underwriter and the
      Company or between the underwriter and any third party or otherwise) to which
      any of them may become subject under the Securities Act, the Exchange Act or
      otherwise, arising from such registration statement but only to the same extent
      and with the same effect as the provisions pursuant to which the Company has
      agreed to indemnify the Investors, as defined in the Registration Rights
      Agreement. The Holder(s) of the Registrable Securities to be sold pursuant
      to
      such registration statement, and their successors and assigns, shall severally,
      and not jointly, indemnify the Company, its officers and directors and each
      person, if any, who controls the Company within the meaning of Section 15
      of the Securities Act or Section 20(a) of the Exchange Act, against all
      loss, claim, damage, expense or liability (including all reasonable attorneys’
fees and other expenses reasonably incurred in investigating, preparing or
      defending against any claim whatsoever) to which they may become subject under
      the Securities Act, the Exchange Act or otherwise, arising from information
      furnished by or on behalf of such Holders, or their successors or assigns,
      in
      writing, for specific inclusion in such registration statement to the same
      extent and with the same effect as the provisions contained in the Registration
      Rights Agreement pursuant to which the Investors named therein have agreed
      to
      indemnify the Company. 

    


    
      
        
        

      

      
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    2.
      Underwriting
      Agreement.
      The
      Company shall enter into an underwriting agreement with the managing
      underwriter(s), if any, selected by any Holders whose Registrable Securities
      are
      being registered pursuant to this Exhibit B, which managing underwriter shall
      be
      reasonably acceptable to the Company. Such agreement shall be reasonably
      satisfactory in form and substance to the Company, each Holder and such managing
      underwriters, and shall contain such representations, warranties and covenants
      by the Company and such other terms as are customarily contained in agreements
      of that type used by the managing underwriter. The Holders shall be parties
      to
      any underwriting agreement relating to an underwritten sale of their Registrable
      Securities and may, at their option, require that any or all the
      representations, warranties and covenants of the Company to or for the benefit
      of such underwriters shall also be made to and for the benefit of such Holders.
      Such Holders shall not be required to make any representations or warranties
      to
      or agreements with the Company or the underwriters except as they may relate
      to
      such Holders and their intended methods of distribution. Such Holders, however,
      shall agree to such covenants and indemnification and contribution obligations
      for selling stockholders as are customarily contained in agreements of that
      type
      used by the managing underwriter. Further, such Holders shall execute
      appropriate custody agreements and otherwise cooperate fully in the preparation
      of the registration statement and other documents relating to any offering
      in
      which they include securities pursuant to this Exhibit B. Each Holder shall
      also
      furnish to the Company such information regarding itself, the Registrable
      Securities held by it, and the intended method of disposition of such securities
      as shall be reasonably required to effect the registration of the Registrable
      Securities. 

    


    
      
        
        

      

      
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    3.
      Rule
      144 Sale.
      Notwithstanding anything contained in this Exhibit B to the contrary, the
      Company shall have no obligation for the registration of Registrable Securities
      held by any Holder (i) where such Holder would then be entitled to sell
      under Rule 144 within any three-month period (or such other period prescribed
      under Rule 144 as may be provided by amendment thereof) all of the Registrable
      Securities then held by such Holder, and (ii) where the number of
      Registrable Securities held by such Holder is within the volume limitations
      under paragraph (e) of Rule 144 (calculated as if such Holder were an
      affiliate within the meaning of Rule 144). 

    


    4.
      Amendments
      and Supplemental Prospectus.
      The
      Company shall prepare and file with the Commission such amendments, including
      post-effective amendments, and supplements to such registration statement and
      the prospectus used in connection therewith as may be necessary to keep such
      registration statement effective and in compliance with the provisions of the
      Securities Act until all Registrable Securities and other securities covered
      by
      such registration statement have been disposed of in accordance with the
      intended method(s) of distribution set forth in such registration statement
      (which period shall not exceed the sum of 180 days plus any period during
      which any such disposition is interfered with by any stop order or injunction
      of
      the Commission or any governmental agency or court) or such securities have
      been
      withdrawn. Each Holder agrees, that upon receipt of any notice from the Company
      of the happening of any event as a result of which the prospectus included
      in
      the registration statement, as then in effect, includes an untrue statement
      of a
      material fact or omits to state a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading in light of the
      circumstances then existing, such Holder will immediately discontinue
      disposition of Registrable Securities pursuant to the registration statement
      covering such Registrable Securities until such Holder’s receipt of the copies
      of a supplemental or amended prospectus, and, if so desired by the Company,
      such
      Holder shall deliver to the Company (at the expense of the Company) or destroy
      (and deliver to the Company a certificate of such destruction) all copies,
      other
      than permanent file copies then in such Holder’s possession, of the prospectus
      covering such Registrable Securities current at the time of receipt of such
      notice. 

    


    5.
      Notification.
      After
      the filing of a registration statement pursuant to this Exhibit B, the Company
      shall promptly, and in no event more than two business days after such filing,
      notify the holders of Registrable Securities included in such registration
      statement, and shall further notify such holders promptly and confirm such
      advice in writing in all events within two business days of the occurrence
      of
      any of the following: (i) when such registration statement becomes
      effective; (ii) when any post-effective amendment to such registration
      statement becomes effective; (iii) the issuance or threatened issuance by
      the Commission of any stop order (and the Company shall take all actions
      required to prevent the entry of such stop order or to remove it if entered);
      and (iv) any request by the Commission for any amendment or supplement to
      such registration statement or any prospectus relating thereto or for additional
      information or of the occurrence of an event requiring the preparation of a
      supplement or amendment to such prospectus so that, as thereafter delivered
      to
      the purchasers of the securities covered by such registration statement, such
      prospectus will not contain an untrue statement of a material fact or omit
      to
      state any material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, and promptly make available to the holders
      of
      Registrable Securities included in such registration statement any such
      supplement or amendment; except that before filing with the Commission a
      registration statement or prospectus or any amendment or supplement thereto,
      including documents incorporated by reference, the Company shall furnish to
      the
      holders of Registrable Securities included in such registration statement and
      to
      the legal counsel for any such holders, copies of all such documents proposed
      to
      be filed sufficiently in advance of filing to provide such holders and legal
      counsel with a reasonable opportunity to review such documents and comment
      thereon, and the Company shall not file any registration statement or prospectus
      or amendment or supplement thereto, including documents incorporated by
      reference, to which such holders or their legal counsel shall reasonably object.
      

    


    
      
        
        

      

      
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    6.
      State
      Securities Law Compliance.
      The
      Company shall use its best efforts to (i) register or qualify the
      Registrable Securities covered by any registration statement prepared pursuant
      to this Exhibit B under such securities or “blue sky” laws of such jurisdictions
      in the United States as the holders of Registrable Securities included in such
      registration statement (in light of their intended plan of distribution) may
      request and (ii) take such action necessary to cause such Registrable
      Securities covered by the registration statement to be registered with or
      approved by such other governmental authorities as may be necessary by virtue
      of
      the business and operations of the Company and do any and all other acts and
      things that may be necessary or advisable to enable the holders of Registrable
      Securities included in such registration statement to consummate the disposition
      of such Registrable Securities in such jurisdictions; provided, however, that
      the Company shall not be required to qualify generally to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      paragraph or subject itself to taxation in any such jurisdiction. 

    


    7.
      Cooperation.
      The
      principal executive officer of the Company, the principal financial officer
      of
      the Company, the principal accounting officer of the Company and all other
      officers and members of the management of the Company shall cooperate fully
      in
      any offering of Registrable Securities hereunder, which cooperation shall
      include, without limitation, the preparation of the registration statement
      with
      respect to such offering and all other offering materials and related documents,
      and participation in meetings with underwriters, attorneys, accountants and
      potential investors. 

    


    8.
      Records.
      The
      Company shall make available for inspection by the holders of Registrable
      Securities included in such registration statement, any underwriter(s)
      participating in any disposition pursuant to such registration statement and
      any
      attorney, accountant or other professional retained by any holder of Registrable
      Securities included in such registration statement or any underwriter(s), all
      financial and other records, pertinent corporate documents and properties of
      the
      Company, as shall be necessary to enable them to exercise their due diligence
      responsibility, and cause the Company’s officers, directors and employees to
      supply all information requested by any of them in connection with such
      registration statement. 

    


    
      
        
        

      

      
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    9.
      Listing.
      The
      Company shall use its best efforts to cause all Registrable Securities included
      in any registration to be listed on such exchanges or otherwise designated
      for
      trading in the same manner as similar securities issued by the Company are
      then
      listed or designated or, if no such similar securities are then listed or
      designated, in a manner satisfactory to the holders of a majority of the
      Registrable Securities included in such registration. 

    


    
      
        
        

      

      
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