Exhibit 4.22**REGISTRATION RIGHTS AGREEMENT**     This Registration Rights Agreement (this “AGREEMENT”) is made and entered into as of January___, 2008, by and among Cytocore, Inc., a Delaware corporation (the “COMPANY”), and the investorssignatory hereto (each a “INVESTOR” and collectively, the “INVESTORS”).     This Agreement is made pursuant to Purchase Agreements between the Company and each Investor(the “PURCHASE AGREEMENT”) and the Finder’s Agreement between the Company and Bathgate CapitalPartners LLC.     The Company and the Investors hereby agree as follows:     1. Definitions. Capitalized terms used and not otherwise defined herein that are defined inthe Purchase Agreement will have the meanings given such terms in the Purchase Agreement. As usedin this Agreement, the following terms have the respective meanings set forth in this Section 1:“ADDITIONAL WARRANTS” has the meaning set forth in Section 2(c).“ADVICE” has the meaning set forth in Section 6(d).“COMMON STOCK” means the Company’s $.001 par value common stock.“EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended.“FILING DATE” means (a) with respect to the initial Registration Statement required to be filedunder Section 2(a), 120 days from the Final Close of the Offering.“HOLDER” or “HOLDERS” means the holder or holders, as the case may be, from time to time ofRegistrable Securities.“INDEMNIFIEDPARTY” has the meaning set forth in Section 5(c). “INDEMNIFYINGPARTY” has the meaning set forth in Section 5(c). “LOSSES” has the meaningset forth in Section 5(a).“OFFERING” means that private offering of Units made pursuant to the Purchase Agreements.“FINDER’S AGREEMENT” means that agreement dated January 24, 2008, between the Company and BathgateCapital Partners LLC relating to the Offering.
 

 
“PROCEEDING” means an action, claim, suit, investigation or proceeding (including, withoutlimitation, an investigation or partial proceeding, such as a deposition), whether commenced orthreatened.“PROSPECTUS” means the prospectus included in a Registration Statement (including, withoutlimitation, a prospectus that includes any information previously omitted from aprospectus filed as part of an effective registration statement in reliance upon Rule 430Apromulgated under the Securities Act), as amended or supplemented by any prospectus supplement,with respect to the terms of the offering of any portion of the Registrable Securities covered bya Registration Statement, and all other amendments and supplements to the Prospectus, includingpost-effective amendments, and all material incorporated by reference or deemed to be incorporatedby reference in such Prospectus.“REGISTRABLE SECURITIES” means: (i) the Warrant Shares and (ii) any securities issued or issuableupon any stock split, dividend or other distribution, recapitalization or similar event, or anyconversion price adjustment with respect to the Warrant Shares.“REGISTRATION STATEMENT” means the initial registration statement required to be filed inaccordance with Section 2(a) and any additional registration statement(s) required to be filedunder Section 2(b) and 2(c), including (in each case) the Prospectus, amendments and supplements tosuch registration statements or Prospectus, including pre- and post-effective amendments, allexhibits thereto, and all material incorporated by reference or deemed to be incorporated byreference therein.“RULE 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as suchRule may be amended from time to time, or any similar rule or regulation hereafter adopted by theCommission having substantially the same effect as such Rule.“RULE 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as suchRule may be amended from time to time, or any similar rule or regulation hereafter adopted by theCommission having substantially the same effect as such Rule.“RULE 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as suchRule may be amended from time to time, or any similar rule or regulation hereafter adopted by theCommission having substantially the same effect as such Rule.“SECURITIES ACT” means the Securities Act of 1933, as amended.“UNITS” means the units comprising shares of Common Stock and Warrants issued in theOffering.“WARRANTS” means the Common Stock purchase warrants issued or issuable to the Investors as partof the Units and the Finder’s Warrants issued pursuant to the Finder’s Agreement.
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“WARRANT SHARES” means the shares of Common Stock issued or issuable upon exercise of theWarrants and the Additional Warrants.“ILLINOIS COURTS” means the state and federal courts sitting in the City of Chicago, Illinois.     2. Registration.     (a) As soon as possible after the Final Closing of the Offering, but not later than eachFiling Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by anexisting and effective Registration Statement, for an offering to be made on a continuous basispursuant to Rule 415, on Form SB-2 (or on such other form appropriate for such purpose). SuchRegistration Statement shall contain (except if otherwise required pursuant to written commentsreceived from the Commission upon a review of such Registration Statement) the “Plan ofDistribution” attached hereto as Annex A. The Company shall cause such Registration Statement to bedeclared effective under the Securities Act as soon as possible after it is filed, and shall useits reasonable best efforts to keep the Registration Statement continuously effective under theSecurities Act until the date which is the earlier of (i) four years after its Effective Date, (ii)such time as all of the Registrable Securities covered by such Registration Statement have beenpublicly sold by the Holders, or (iii) such time as all of the Registrable Securities covered bysuch Registration Statement may be sold by the Holders pursuant to Rule 144(k) as determined by thecounsel to the Company pursuant to a written opinion letter to such effect, addressed andacceptable to the Company’s transfer agent and the affected Holders (the “EFFECTIVENESS PERIOD”).     (b) Promptly following any date on which the Company becomes eligible to use a registrationstatement on Form S-3 to register the Registrable Securities for resale, the Company shall file aregistration statement on Form S-3 covering the Registrable Securities (or a post-effectiveamendment on Form S-3 to the then effective Registration Statement) and shall cause suchRegistration Statement to be declared effective as soon as possible thereafter. Such RegistrationStatement shall contain (except if otherwise required pursuant to written comments received fromthe Commission upon a review of such Registration Statement) the “Plan of Distribution” attachedhereto as Annex A. The Company shall cause such Registration Statement to be declared effectiveunder the Securities Act as soon as possible and shall use its reasonable best efforts to keepsuch Registration Statement continuously effective under the Securities Act during the entireEffectiveness Period.     (c) If a Registration Statement is not filed on or prior to its Filing Date (if the Companyfiles a Registration Statement without affording the Holders the opportunity to review and commenton the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfiedthis clause (i)(such failure or breach being referred to as an “EVENT” and the date on which suchEvent occurs, being referred to as the “EVENT DATE”), and/or if the Company fails to use itsreasonable best efforts to cause the
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Registration Statement to be declared effective as soon as possible after it is filed, then inaddition to any other rights the Holders may have hereunder or under applicable law, the Companyshall issue to the holders of the Registrable Securities, as liquidated damages and not as apenalty, warrants (“ADDITIONAL WARRANTS”). The number of Additional Warrants that shall be issuedto a Holder is equivalent to two Additional Warrants for every four Warrants owned by such Holder.The Additional Warrants will have a per share exercise price equal to the lower of $2.00 pershare. The Additional Warrants will be exercisable for three years, and will be in the same formas the warrants issued as part of the Units in the Offering.     (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the formattached to this Agreement as Annex B (a “SELLING HOLDER QUESTIONNAIRE”). The Company shall not be required to include the Registrable Securities of aHolder in a Registration Statement and shall not be required to issue any Additional Warrants orother damages under Section 2(d) to any Holder who fails to furnish to the Company a fullycompleted Selling Holder Questionnaire at least two Trading Days prior to the Filing Date(subject to the requirements set forth in Section 3(a)).     3. RegistrationProcedures. In connection with the Company’s registration obligationshereunder, the Company shall:     (a) Not less than four Trading Days prior to the filing of the Registration Statement or anyrelated Prospectus or any amendment or supplement thereto, the Company shall furnish to each Holdercopies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and anyrisk factor contained in such document that addresses specifically this transaction or the SellingStockholders, as proposed to be filed which documents will be subject to the review of such Holder.The Company shall not file a Registration Statement, any Prospectus or any amendments orsupplements thereto in which the “Selling Stockholder” section thereof differs from the disclosurereceived from a Holder in its Selling Holder Questionnaire (as amended or supplemented).     (b) Prepare and file with the Commission such amendments, including post-effective amendments,to each Registration Statement and the Prospectus used in connection therewith as may be necessaryto keep such Registration Statement continuously effective as to the applicable RegistrableSecurities for its Effectiveness Period and prepare and file with the Commission such additionalRegistration Statements in order to register for resale under the Securities Act all of theRegistrable Securities; (ii) cause the related Prospectus to be amended or supplemented by anyrequired Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424;(iii) respond as promptly as reasonably possible to any comments received from the Commission withrespect to each Registration Statement or any amendment thereto and, as promptly as reasonablypossible provide the Holders true and complete copies of all correspondence from and to theCommission relating to such Registration Statement that would not result in the disclosure to theHolders of material and non-public information
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concerning the Company; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect tothe Registration Statements and the disposition of all Registrable Securities covered by eachRegistration Statement.     (c) Notify the Holders as promptly as reasonably possible (and, in the case of (i)(A) below,not less than three Trading Days prior to such filing) and (if requested by any such Person)confirm such notice in writing no later than one Trading Day following the day (i)(A) when aProspectus or any Prospectus supplement or post-effective amendment to a Registration Statement isproposed to be filed; (B) when the Commission notifies the Company whether there will be a “review”of such Registration Statement and whenever the Commission comments in writing on such RegistrationStatement (the Company shall provide true and complete copies thereof and all written responses thereto to each ofthe Holders that pertain to the Holders as a Selling Stockholder or to the Plan of Distribution,but not information which the Company believes would constitute material and non-publicinformation); and (C) with respect to each Registration Statement or any post-effective amendment,when the same has become effective; (ii) of any request by the Commission or any other Federal orstate governmental authority for amendments or supplements to a Registration Statement orProspectus or for additional information; (iii) of the issuance by the Commission of any stop ordersuspending the effectiveness of a Registration Statement covering any or all of the RegistrableSecurities or the initiation of any Proceedings for that purpose; (iv) of the receipt by theCompany of any notification with respect to the suspension of the qualification or exemption fromqualification of any of the Registrable Securities for sale in any jurisdiction, or the initiationor threatening of any Proceeding for such purpose; and (v) of the occurrence of any event orpassage of time that makes the financial statements included in a Registration Statement ineligiblefor inclusion therein or any statement made in such Registration Statement or Prospectus or anydocument incorporated or deemed to be incorporated therein by reference untrue in any materialrespect or that requires any revisions to such Registration Statement, Prospectus or otherdocuments so that, in the case of such Registration Statement or the Prospectus, as the case maybe, it will not contain any untrue statement of a material fact or omit to state any material factrequired to be stated therein or necessary to make the statements therein, in light of thecircumstances under which they were made, not misleading.     (d) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain thewithdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) anysuspension of the qualification (or exemption from qualification) of any of the RegistrableSecurities for sale in any jurisdiction, at the earliest practicable moment.     (e) Furnish to each Holder, without charge, at least one conformed copy of each RegistrationStatement and each amendment thereto and all exhibits to the extent requested by such Person(including those previously furnished) promptly after the filing of such documents with theCommission.     (f) Promptly deliver to each Holder, without charge, as many copies of each Prospectus orProspectuses (including each form of prospectus) and each amendment or
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supplement thereto as such Persons may reasonably request. The Company hereby consents to the use of such Prospectusand each amendment or supplement thereto by each of the selling Holders in connection with theoffering and sale of the Registrable Securities covered by such Prospectus and any amendment orsupplement thereto.     (g) Prior to any public offering of Registrable Securities, to register or qualify orcooperate with the selling Holders in connection with the registration or qualification (orexemption from such registration or qualification) of such Registrable Securities for offer andsale under the securities or Blue Sky laws of all jurisdictions within the United States, to keepeach such registration or qualification (or exemption therefrom) effective during theEffectiveness Period and to do any and all other acts or things necessary or advisable to enablethe disposition in such jurisdictions of the Registrable Securities covered by the Registration Statements.     (h) Cooperate with the Holders to facilitate the timely preparation and delivery ofcertificates representing Registrable Securities to be delivered to a transferee pursuant to theRegistration Statements, which certificates shall be free, to the extent permitted by theSubscription Agreement, of all restrictive legends, and to enable such Registrable Securities tobe in such denominations and registered in such names as any such Holders may request.     (i) Upon the occurrence of any event contemplated by Section 3(c)(v), as promptly asreasonably possible, prepare a supplement or amendment, including a post-effective amendment, tothe affected Registration Statements or a supplement to the related Prospectus or any documentincorporated or deemed to be incorporated therein by reference, and file any other requireddocument so that, as thereafter delivered, no Registration Statement nor any Prospectus willcontain an untrue statement of a material fact or omit to state a material fact required to bestated therein or necessary to make the statements therein, in light of the circumstances underwhich they were made, not misleading.     4. RegistrationExpenses. All fees and expenses incident to the performance of or compliancewith this Agreement by the Company shall be borne by the Company whether or not any RegistrableSecurities are sold pursuant to a Registration Statement. The fees and expenses referred to in theforegoing sentence shall include, without limitation, (i) all registration and filing fees(including, without limitation, fees and expenses (A) with respect to filings required to be madewith any Trading Market on which the Common Stock is then listed for trading, and (B) incompliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including,without limitation, expenses of printing certificates for Registrable Securities and of printingprospectuses if the printing of prospectuses is reasonably requested by the holders of a majorityof the Registrable Securities included in the Registration Statement), (iii) messenger, telephoneand delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Actliability insurance, if the Company so desires such insurance, and (vi) fees and expenses of allother Persons retained by the Company in connection with the consummation of the transactionscontemplated by this Agreement.
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In addition, the Company shall be responsible for all of its internal expenses incurred inconnection with the consummation of the transactions contemplated by this Agreement (including,without limitation, all salaries and expenses of its officers and employees performing legal oraccounting duties), the expense of any annual audit and the fees and expenses incurred inconnection with the listing of the Registrable Securities on any securities exchange as requiredhereunder.     5. Indemnification.     (a) Indemnification by the Company. The Company shall, notwithstanding any termination of thisAgreement, indemnify and hold harmless each Holder, the officers, directors, agents, investmentadvisors, partners, members and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of theSecurities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employeesof each such controlling Person, to the fullest extent permitted by applicable law, from andagainst any and all losses, claims, damages, liabilities, costs (including, without limitation,reasonable costs of preparation and reasonable attorneys’ fees) and expenses (collectively,“LOSSES”), as incurred, arising out of or relating to any untrue or alleged untrue statement of amaterial fact contained in any Registration Statement, any Prospectus or any form of prospectus orin any amendment or supplement thereto or in any preliminary prospectus, or arising out of orrelating to any omission or alleged omission of a material fact required to be stated therein ornecessary to make the statements therein (in the case of any Prospectus or form of prospectus orsupplement thereto, in light of the circumstances under which they were made) not misleading,except to the extent, but only to the extent, that (1) such untrue statements or omissions arebased solely upon information regarding such Holder furnished in writing to the Company by suchHolder expressly for use therein, or to the extent that such information relates to such Holder orsuch Holder’s proposed method of distribution of Registrable Securities and was reviewed andexpressly approved in writing by such Holder expressly for use in the Registration Statement, suchProspectus or such form of Prospectus or in any amendment or supplement thereto (it beingunderstood that the Holder has approved Annex A hereto for this purpose) or (2) in the case of anoccurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of anoutdated or defective Prospectus after the Company has notified such Holder in writing that theProspectus is outdated or defective and prior to the receipt by such Holder of an Advice or anamended or supplemented Prospectus, but only if and to the extent that following the receipt of theAdvice or the amended or supplemented Prospectus the misstatement or omission giving rise to suchLoss would have been corrected. The Company shall notify the Holders promptly of the institution,threat or assertion of any Proceeding of which the Company is aware in connection with thetransactions contemplated by this Agreement.     (b) Indemnificationby Holders. Each Holder shall, severally and not jointly, indemnify andhold harmless the Company, its directors, officers, agents and employees, each Person who controlsthe Company (within the meaning of Section 15 of the Securities Act and Section 20 of the ExchangeAct), and the directors, officers, agents or employees of such controlling Persons, to the fullestextent permitted by applicable law,
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from and against all Losses, as incurred, arising solely out of or based solely upon: (x) such Holder’s failure to comply with the prospectus deliveryrequirements of the Securities Act or (y) any untrue statement of a material fact contained in anyRegistration Statement, any Prospectus, or any form of prospectus, or in any amendment orsupplement thereto, or arising solely out of or based solely upon any omission of a material factrequired to be stated therein or necessary to make the statements therein not misleading to theextent, but only to the extent that, (1) such untrue statements or omissions are based solely uponinformation regarding such Holder furnished in writing to the Company by such Holder expressly foruse therein, or to the extent that such information relates to such Holder or such Holder’sproposed method of distribution of Registrable Securities and was reviewed and expressly approvedin writing by such Holder expressly for use in the Registration Statement (it being understoodthat the Holder has approved Annex A hereto for this purpose), such Prospectus or such form ofProspectus or in any amendment or supplement thereto or (2) in the case of an occurrence ofan event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated ordefective Prospectus after the Company has notified such Holder in writing that the Prospectus isoutdated or defective and prior to the receipt by such Holder of an Advice or an amended orsupplemented Prospectus, but only if and to the extent that following the receipt of the Advice orthe amended or supplemented Prospectus the misstatement or omission giving rise to such Loss wouldhave been corrected. In no event shall the liability of any selling Holder hereunder be greater inamount than the dollar amount of the net proceeds received by such Holder upon the sale of theRegistrable Securities giving rise to such indemnification obligation.     (c) Conductof Indemnification Proceedings. If any Proceeding shall be brought or assertedagainst any Person entitled to indemnity hereunder (an “INDEMNIFIED PARTY”), such Indemnified Partyshall promptly notify the Person from whom indemnity is sought (the “INDEMNIFYING PARTY”) inwriting, and the Indemnifying Party shall assume the defense thereof, including the employment ofcounsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expensesincurred in connection with defense thereof; provided, that the failure of any Indemnified Party togive such notice shall not relieve the Indemnifying Party of its obligations or liabilitiespursuant to this Agreement, except (and only) to the extent that it shall be finally determined bya court of competent jurisdiction (which determination is not subject to appeal or further review)that such failure shall have proximately and materially adversely prejudiced the IndemnifyingParty.     An Indemnified Party shall have the right to employ separate counsel in any such Proceedingand to participate in the defense thereof, but the fees and expenses of such counsel shall be atthe expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed inwriting to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly toassume the defense of such Proceeding and to employ counsel reasonably satisfactory to suchIndemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding(including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,and such Indemnified Party shall have been advised by counsel that a conflict of interest islikely
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to exist if the same counsel were to represent such Indemnified Party and theIndemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party inwriting that it elects to employ separate counsel at the expense of the Indemnifying Party, theIndemnifying Party shall not have the right to assume the defense thereof and such counsel shall beat the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for anysettlement of any such Proceeding effected without its written consent, which consent shall not beunreasonably withheld. No Indemnifying Party shall, without the prior written consent of theIndemnified Party (which consent shall not be unreasonably withheld), effect any settlement of anypending Proceeding in respect of which any Indemnified Party is a party, unless such settlementincludes an unconditional release of such Indemnified Party from all liability on claims that arethe subject matter of such Proceeding.     All fees and expenses of the Indemnified Party (including reasonable fees andexpenses to the extent incurred in connection with investigating or preparing to defend suchProceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party,as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party(regardless of whether it is ultimately determined that an Indemnified Party is not entitled toindemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Partyto undertake to reimburse all such fees and expenses to the extent it is finally judiciallydetermined that such Indemnified Party is not entitled to indemnification hereunder).     (d) Contribution. If a claim for indemnification under Section 5(a) or 5(b) is unavailable toan Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, inlieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable bysuch Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflectthe relative fault of the Indemnifying Party and Indemnified Party in connection with the actions,statements or omissions that resulted in such Losses as well as any other relevant equitableconsiderations. The relative fault of such Indemnifying Party and Indemnified Party shall bedetermined by reference to, among other things, whether any action in question, including anyuntrue or alleged untrue statement of a material fact or omission or alleged omission of amaterial fact, has been taken or made by, or relates to information supplied by, such IndemnifyingParty or Indemnified Party, and the parties’ relative intent, knowledge, access to information andopportunity to correct or prevent such action, statement or omission. The amount paid or payableby a party as a result of any Losses shall be deemed to include, subject to the limitations setforth in Section 5(c), any reasonable attorneys’ or other reasonable fees or expenses incurred bysuch party in connection with any Proceeding to the extent such party would have been indemnifiedfor such fees or expenses if the indemnification provided for in this Section was available tosuch party in accordance with its terms.     The parties hereto agree that it would not be just and equitable if contribution pursuant tothis Section 5(d) were determined by pro rata allocation or by any other method of allocation thatdoes not take into account the equitable considerations referred to in the immediately precedingparagraph. Notwithstanding the provisions of this
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Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess ofthe amount by which the proceeds actually received by such Holder from the sale of the RegistrableSecurities subject to the Proceeding exceeds the amount of any damages that such Holder hasotherwise been required to pay by reason of such untrue or alleged untrue statement or omission oralleged omission.     The indemnity and contribution agreements contained in this Section are in addition toany liability that the Indemnifying Parties may have to the Indemnified Parties.     6. Miscellaneous.     (a) Remedies. In the event of a breach by the Company or by a Holder, of any of theirobligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,including recovery of damages, will be entitled to specific performance of its rights under thisAgreement. The Company and each Holder agree that monetary damages would not provide adequatecompensation for any losses incurred by reason of a breach by it of any of the provisions of thisAgreement and hereby further agrees that, in the event of any action for specific performance inrespect of such breach, it shall waive the defense that a remedy at law would be adequate.     (b) NoPiggyback on Registrations. Neither the Company nor any of its security holders(other than the Holders in such capacity pursuant hereto) may include securities of the Companyin a Registration Statement other than the Registrable Securities.     (c) Compliance. Each Holder covenants and agrees that it will comply with the prospectusdelivery requirements of the Securities Act as applicable to it in connection with sales ofRegistrable Securities pursuant to the Registration Statement.     (d) DiscontinuedDisposition. Each Holder agrees by its acquisition of such RegistrableSecurities that, upon receipt of a notice from the Company of the occurrence of any event of thekind described in Section 3(c), such Holder will forthwith discontinue disposition of suchRegistrable Securities under the Registration Statement until such Holder’s receipt of the copiesof the supplemented Prospectus and/or amended Registration Statement or until it is advised inwriting (the “ADVICE”) by the Company that the use of the applicable Prospectus may be resumed,and, in either case, has received copies of any additional or supplemental filings that areincorporated or deemed to be incorporated by reference in such Prospectus or RegistrationStatement. The Company may provide appropriate stop orders to enforce the provisions of thisparagraph.     (e) Piggy-BackRegistrations. If at any time during the Effectiveness Period there is not aneffective Registration Statement covering all of the Registrable Securities and the Company shalldetermine to prepare and file with the Commission a registration
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statement relating to an offering for its own account or the account of others under the Securities Act of any of itsequity securities, other than on Form S-4 or Form S-8 (each as promulgated under the SecuritiesAct) or their then equivalents relating to equity securities to be issued solely in connectionwith any acquisition of any entity or business or equity securities issuable in connection withstock option or other employee benefit plans, then the Company shall send to each Holder writtennotice of such determination and, if within fifteen days after receipt of such notice, any suchHolder shall so request in writing, the Company shall include in such registration statement allor any part of such Registrable Securities such holder requests to be registered, subject tocustomary underwriter cutbacks applicable to all holders of registration rights.     (f) Amendmentsand Waivers. The provisions of this Agreement, including the provisions of thisSection 6(f), may not be amended, modified or supplemented, and waivers or consents to departuresfrom the provisions hereof may not be given, unless the same shall be in writing and signed by theCompany and the Holders of no less than a majority in interest of the then outstanding Registrable Securities. Notwithstanding the foregoing,a waiver or consent to depart from the provisions hereof with respect to a matter that relatesexclusively to the rights of certain Holders and that does not directly or indirectly affect therights of other Holders may be given by Holders of at least a majority of the RegistrableSecurities to which such waiver or consent relates.     (g) Notices. Any and all notices or other communications or deliveries required or permittedto be provided hereunder shall be in writing and shall be deemed given and effective on theearliest of (a) the date of transmission, if such notice or communication is delivered viafacsimile (provided the sender receives a machine-generated confirmation of successfultransmission) at the facsimile number specified in this Section prior to 6:30 p.m. (New York Citytime) on a Trading Day, (b) the next Trading Day after the date of transmission, if such noticeor communication is delivered via facsimile at the facsimile number specified in this Section ona day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day,(c) the Trading Day following the date of mailing, if sent by U.S. nationally recognizedovernight courier service, or (d) upon actual receipt by the party to whom such notice isrequired to be given. The address for such notices and communications shall be as follows:If to the Company:Cytocore, Inc.