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     “Common Stock” means the common stock, par value $0.001 per share, of the Company andany and all shares of capital stock or other equity securities of: (i) the Company which are addedto or exchanged or substituted for the Common Stock by reason of the declaration of any stockdividend or stock split, the issuance of any distribution or the reclassification, readjustment,recapitalization or other such modification of the capital structure of the Company; and (ii) anyother corporation, now or hereafter organized under the laws of any state or other governmentalauthority, with which the Company is merged, which results from any consolidation or reorganizationto which the Company is a party, or to which is sold all or substantially all of the shares orassets of the Company, if immediately after such merger, consolidation, reorganization or sale, theCompany or the stockholders of the Company own equity securities having in the aggregate more than50% of the total voting power of such other corporation.     “Effective Date” means the date of the final closing of the Offering.     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rulesand regulations of the Commission promulgated thereunder.     “Family Member” means (a) with respect to any individual, such individual’s spouse,any descendants (whether natural or adopted), any trust all of the beneficial interests of whichare owned by any of such individuals or by any of such individuals together with any organizationdescribed in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of anysuch individual, and any corporation, association, partnership or limited liability company, all ofthe equity interests of which are owned by those above described individuals, trusts ororganizations and (b) with respect to any trust, the owners of the beneficial interests of suchtrust.     “Holder” means each Investor or any such Investor’s successors and Permitted Assigneeswho acquire rights in accordance with this Agreement with respect to any Registrable Securitiesdirectly or indirectly from an Investor or from any Permitted Assignee.     “Majority of the Holders” means at any time Holders representing a majority of theRegistrable Securities.     “Permitted Assignee” means (a) with respect to a partnership, its partners or formerpartners in accordance with their partnership interests, (b) with respect to a corporation, itsshareholders in accordance with their interest in the corporation, (c) with respect to a limitedliability company, its members or former members in accordance with their interest in the limitedliability company, (d) with respect to an individual, any Family Member of such party or (e) anentity that is controlled by, controls, or is under common control with a transferor.     “Piggyback Registration” means, in any registration of Common Stock referenced inSection 3(a) of this Agreement, the right of each Holder to include the Registrable Securities ofsuch Holder in such registration.     The terms “register,” “registered,” and “registration” refer to aregistration effected by preparing and filing a registration statement in compliance with theSecurities Act, and the declaration or ordering of the effectiveness of such registrationstatement.     “Registrable Common Shares” means the Shares (and not including the RegistrableWarrant Shares) but excluding (i) any Shares that have been publicly sold or are eligible be soldunder the Securities Act pursuant to Rule 144 of the Securities Act during any ninety (90) dayperiod; (ii) any Shares sold by a person in a transaction pursuant to a registration statementfiled under the Securities Act, or (iii) any Shares that are at the time subject to an effectiveregistration statement under the Securities Act.
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     “Registrable Securities” means the Registrable Common Shares together with theRegistrable Warrant Shares.     “Registrable Warrant Shares” means the shares of Common Stock issued or issuable toeach Investor upon exercise of the Warrants (the “Warrant Shares”) but excluding (i) any WarrantShares that have been publicly sold or are eligible to be sold under the Securities Act pursuant toRule 144 of the Securities Act during any ninety (90) day period; (ii) any Warrant Shares sold by aperson in a transaction pursuant to a registration statement filed under the Securities Act, or(iii) any Warrant Shares that are at the time subject to an effective registration statement underthe Securities Act.     “Registration Statement” has the meaning ascribed to such term in Section 3(a) hereof.     “Rule 145” means Rule 145 promulgated by the Commission under the Securities Act, assuch rule may be amended or supplemented from time to time, or any similar successor rule that maybe promulgated by the Commission.     “Rule 144” means Rule 144 promulgated by the Commission under the Securities Act, assuch rule may be amended or supplemented from time to time, or any similar successor rule that maybe promulgated by the Commission.     “Rule 415” means Rule 415 promulgated by the Commission under the Securities Act, assuch rule may be amended or supplemented from time to time, or any similar successor rule that maybe promulgated by the Commission.     “Securities Act” means the Securities Act of 1933, as amended, or any similar federalstatute promulgated in replacement thereof, and the rules and regulations of the Commissionthereunder, all as the same shall be in effect at the time.     “Shares” has the meaning ascribed to such term in the recitals of this Agreement.     “Term” has the meaning ascribed to such term in Section 2 hereof.     “Warrants” has the meaning ascribed to such term in the recitals of this Agreement.2.     Term. The term (the “Term”) of this Agreement shall commence on the EffectiveDate and terminate on the earlier of: (i) the date that the Warrants are no longer exercisable and(ii) the date on which all shares of Registrable Securities held or entitled to be held uponexercise of the Warrants by the Holders are eligible to be sold under Rule 144.3.     Registration.     (a) Piggyback Registration. If at any time during the Term of this Agreement, theCompany proposes to register for sale for cash any of its Common Stock, for its own account or forthe account of others (other than the Holders), under the Securities Act on any form forregistration thereunder (the “Registration Statement”), other than (i) a registrationrelating solely to employee benefit plans or securities issued or issuable to employees,consultants (to the extent the securities owned or to be owned by such consultants could beregistered on Form S-8) or any of their Family Members (including a registration on Form S-8) or(ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration onForm S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event,the Company shall promptly (and in no event less than twenty (20) calendar days prior to the filing
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of such Registration Statement) give written notice thereof to the Holders (the “CompanyNotice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registrationin the subject Registration Statement, such Holder shall provide written notice to the Companyspecifying the number of Registrable Securities desired to be included (an “InclusionNotice”) within ten (10) calendar days of the date of the Company Notice (the “InclusionPeriod”). Provided that, during the Inclusion Period, the Company receives Inclusion Noticesrequesting the Piggyback Registration of at least a majority of the Registrable Securities, theCompany shall include as a Piggyback Registration all of the Registrable Securities specified inthe Inclusion Notices. Notwithstanding the foregoing, the Company may, without the consent of anyof the Holders, withdraw such Registration Statement prior to its becoming effective if the Companyor such other shareholders have elected to abandon the proposal to register the securities proposedto be registered thereby. The Company shall be obligated to file and cause the effectiveness ofonly one (1) Piggyback Registration.     (b) Underwriting. If a Piggyback Registration is for a registered public offeringthat is to be made by an underwriting, the Company shall, in the Company Notice, so advise theHolders of the Registrable Securities eligible for inclusion in such Registration Statementpursuant to Section 3(a). In such event, in addition to the conditions set forth in Section 3(a),the right of any Holder to Piggyback Registration shall be conditioned upon such Holder’sparticipation in such underwriting and the inclusion of such Holder’s Registrable Securities in theunderwriting to the extent provided herein. All Holders proposing to sell any of their RegistrableSecurities through such underwriting shall (together with the Company and any other shareholders ofthe Company selling their securities through such underwriting) enter into an underwritingagreement in customary form with the underwriter selected for such underwriting by the Company orthe selling shareholders, as applicable. Notwithstanding any other provision of this Section 3, ifthe underwriter or the Company determines that marketing factors require a limitation on the numberof shares of Common Stock or the amount of other securities to be underwritten, the underwriter mayexclude some or all of the Registrable Securities from such registration and underwriting. TheCompany shall so advise all Holders (except those Holders who failed to timely elect to includetheir Registrable Securities through such underwriting or have indicated to the Company theirdecision not to do so), and indicate to each such Holder the number of shares of RegistrableSecurities that may be included in the registration and underwriting, if any. The number of sharesthat may be included in the registration and underwriting shall be allocated first to the Companyand then, subject to obligations and commitments existing as of the date hereof, to all sellingshareholders, including the Holders, who have requested to sell in the registration on a pro ratabasis according to the number of shares requested to be included therein. In the event that theunderwriter or Company determines to exclude more than 50.0% of the Registrable Securities from theregistration and underwriting in accordance with this Section 3(b), such registration andunderwriting shall not be deemed to be a Piggyback Registration for purposes of the last sentenceof Section 3(a) above.     No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketinglimitation shall be included in such registration. If any Holder disapproves of the terms of anysuch underwriting, such Holder may elect to withdraw such Holder’s Registrable Securities therefromby delivering a written notice to the Company and the underwriter. The Registrable Securities sowithdrawn from such underwriting shall also be withdrawn from such registration; provided,however, that, if by the withdrawal of such Registrable Securities, a greater number ofRegistrable Securities held by other Holders may be included in such registration (up to themaximum of any limitation imposed by the underwriters), then the Company shall offer to all Holderswho have included Registrable Securities in the registration the right to include additionalRegistrable Securities pursuant to the terms and limitations set forth herein in the sameproportion used above in determining the underwriter limitation.
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4.     Registration Procedures The Company will keep each Holder who has delivered anInclusion Notice reasonably advised as to the filing and effectiveness of the RegistrationStatement. At its expensewith respect to the Registration Statement, the Company will:     (a) use its commercially reasonable efforts to cause such Registration Statement to becomeeffective and remain effective for a period of six (6) months or for such shorter period ending onthe earlier to occur of (i) the sale of all Registrable Common Shares and (ii) the availabilityunder Rule 144 for the Holders to sell all of the Registrable Common Shares in any ninety (90) dayperiod (the “Effectiveness Period”). Each Holder agrees to furnish to the Company acompleted questionnaire in the form provided by the Company (a “Selling ShareholderQuestionnaire”) not later than three (3) Business Days following the date on which such Holderreceives draft materials of such Registration Statement;     (b) if the Registration Statement is subject to review by the Commission, promptly respond toall comments and diligently pursue resolution of any comments to the satisfaction of theCommission;     (c) prepare and file with the Commission such amendments and supplements to such RegistrationStatement as may be necessary to keep such Registration Statement effective during theEffectiveness Period;     (d) furnish, without charge, to each Holder of Registrable Common Shares covered by suchRegistration Statement (i) such number of copies of such Registration Statement (including anyexhibits thereto other than exhibits incorporated by reference) and each amendment and supplementthereto, as such Holder may reasonably request, (ii) such number of copies of the prospectusincluded in such Registration Statement (including each preliminary prospectus and any otherprospectus filed under Rule 424 of the Securities Act) as such Holder may reasonably request, inconformity with the requirements of the Securities Act, and (iii) such other documents as suchHolder may require to consummate the disposition of the Registrable Common Shares owned by suchHolder, but only during the Effectiveness Period;     (e) use its commercially reasonable efforts to register or qualify such registration undersuch other applicable securities laws of such jurisdictions as any Holder of Registrable CommonShares covered by such Registration Statement reasonably requests and as may be necessary for themarketability of the Registrable Common Shares (such request to be made by the time the applicableRegistration Statement is deemed effective by the Commission) and do any and all other acts andthings necessary to enable such Holder to consummate the disposition in such jurisdictions of theRegistrable Common Shares owned by such Holder; provided, that the Company shall not berequired to (i) qualify generally to do business in any jurisdiction where it would not otherwisebe required to qualify but for this paragraph, (ii) subject itself to taxation in any suchjurisdiction, or (iii) consent to general service of process in any such jurisdiction;     (f) at any time during the period commencing on the filing of the Registration Statement andending on the last day of the Effectiveness Period, notify each Holder of Registrable Common Sharescovered by such Registration Statement, as promptly as practicable after becoming aware of suchevent, of the happening of any event, which comes to the Company’s attention, that will after theoccurrence of such event cause the prospectus included in such Registration Statement, if notamended or supplemented, to contain an untrue statement of a material fact or an omission to statea material fact required to be stated therein or necessary to make the statements therein notmisleading. In such event, the Company shall promptly thereafter prepare and furnish to suchHolder a supplement or amendment to such prospectus (or prepare and file appropriate reports underthe Exchange Act) so that, as thereafter delivered to the purchasers of such Registrable CommonShares, such prospectus shall not contain an untrue statement of a material fact or omit to stateany material fact required to be stated therein or necessary to make the statements therein notmisleading, unless suspension of the use of such prospectus otherwise is authorized herein or inthe event of a Blackout Period, in which case no supplement or amendment needbe furnished (or Exchange Act filing made) until the termination of such suspension or BlackoutPeriod;
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     (g) use its reasonable best efforts to comply, and continue to comply during the EffectivenessPeriod, in all material respects with the Securities Act and the Exchange Act and with allapplicable rules and regulations of the Commission with respect to the disposition of allsecurities covered by such Registration Statement;     (h) as promptly as practicable after becoming aware of such event, notify each Holder ofRegistrable Common Shares being offered or sold pursuant to the Registration Statement of theissuance by the Commission of any stop order or other suspension of effectiveness of theRegistration Statement;     (i) use its commercially reasonable efforts to cause all the Registrable Common Shares coveredby the Registration Statement to be quoted on the NASDAQ Capital Market or such other principalsecurities market on which securities of the same class or series issued by the Company are thenlisted or traded;     (j) provide a transfer agent and registrar, which may be a single entity, for the shares ofCommon Stock at all times;     (k) cooperate with the Holders of Registrable Common Shares being offered pursuant to theRegistration Statement to issue and deliver, or cause its transfer agent to issue and deliver,certificates representing Registrable Common Shares to be offered pursuant to the RegistrationStatement within a reasonable time after the delivery of certificates representing the RegistrableCommon Shares to the transfer agent or the Company, as applicable, and enable such certificates tobe in such denominations or amounts as the Holders may reasonably request and registered in suchnames as the Holders may request; and     (l) during the Effectiveness Period, refrain from bidding for or purchasing any Common Stockor any right to purchase Common Stock or attempting to induce any person to purchase any suchsecurity or right if such bid, purchase or attempt would in any way limit the right of the Holdersto sell Registrable Common Shares by reason of the limitations set forth in Regulation M of theExchange Act.5.     Suspension of Offers and Sales. Each Holder agrees that, upon receipt of any noticefrom the Company of the happening of any event of the kind described in Section 4(f) hereof or ofthe commencement of a Blackout Period, such Holder shall discontinue the disposition of RegistrableCommon Shares included in the Registration Statement until such Holder’s receipt of the copies ofthe supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end ofthe Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company(at the Company’s expense) all copies (including, without limitation, any and all drafts), otherthan permanent file copies, then in such Holder’s possession, of the prospectus covering suchRegistrable Common Shares current at the time of receipt of such notice.6.     Registration Expenses. The Company shall pay all expenses in connection with anyregistration obligation provided herein, including, without limitation, all registration, filing,stock exchange fees, printing expenses, all fees and expenses of complying with applicablesecurities laws, and the fees and disbursements of counsel for the Company and of its independentaccountants; provided, that, in any underwritten registration, each party shall pay for itsown underwriting discounts and commissions and transfer taxes. Except as provided in this Sectionand Section 9, the Company shall not be responsible for the expenses of any attorney or otheradvisor employed by a Holder.
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7.     Assignment of Rights. No Holder may assign its rights under this Agreement to any partywithoutthe prior written consent of the Company; provided, however, that any Holder mayassign its rights under this Agreement without such consent to a Permitted Assignee as long as (a)such transfer or assignment is effected in accordance with applicable securities laws; (b) suchtransferee or assignee agrees in writing to become subject to the terms of this Agreement; (c) suchtransfer or assignment is effected in accordance with the Warrant Agreement evidencing theWarrants; and (d) such Holder notifies the Company in writing of such transfer or assignment,stating the name and address of the transferee or assignee and identifying the RegistrableSecurities with respect to which such rights are being transferred or assigned.8.     Information by Holder. Holders included in any registration shall furnish to the Companysuch information as the Company may reasonably request in writing regarding such Holders and thedistribution proposed by such Holders including an updated Selling Shareholder Questionnaire ifrequested by the Company.9.     Indemnification.     (a) In the event of the offer and sale of Registrable Securities under the Securities Act, theCompany shall, and hereby does, indemnify and hold harmless, to the fullest extent permitted bylaw, each Holder, its directors, officers, partners, each other person who participates as anunderwriter in the offering or sale of such securities, and each other person, if any, who controlsor is under common control with such Holder or any such underwriter within the meaning of Section15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, andexpenses to which the Holder or any such director, officer, partner or underwriter or controllingperson may become subject under the Securities Act or otherwise, insofar as such losses, claims,damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, inrespect thereof) arise out of or are based upon any untrue statement of any material fact containedin any registration statement prepared and filed by the Company under which Registrable Securitieswere registered under the Securities Act, any preliminary prospectus, final prospectus or summaryprospectus contained therein, or any amendment or supplement thereto, or any omission to statetherein a material fact required to be stated or necessary to make the statements therein in lightof the circumstances in which they were made not misleading, and the Company shall reimburse theHolder, and each such director, officer, partner, underwriter and controlling person for any legalor any other expenses reasonably incurred by them in connection with investigating, defending orsettling any such loss, claim, damage, liability, action or proceeding; provided, that suchindemnity agreement found in this Section 9(a) shall in no event exceed the net proceeds from theOffering, received by the Company; and provided further, that the Company shall not beliable in any such case (i) to the extent that any such loss, claim, damage, liability (or actionor proceeding in respect thereof) or expense arises out of or is based upon an untrue statement inor omission from such registration statement, any such preliminary prospectus, final prospectus,summary prospectus, amendment or supplement in reliance upon and in conformity with writteninformation furnished to the Company by a Holder for use in the preparation thereof or (ii) if theperson asserting any such loss, claim, damage, liability (or action or proceeding in respectthereof) who purchased the Registrable Securities that are the subject thereof did not receive acopy of an amended preliminary prospectus or the final prospectus (or the final prospectus asamended or supplemented) at or prior to the written confirmation of the sale of such RegistrableSecurities to such person because of the failure of such Holder or underwriter to so provide suchamended preliminary or final prospectus and the untrue statement or omission of a material factmade in such preliminary prospectus was corrected in the amended preliminary or final prospectus(or the final prospectus as amended or supplemented). Such indemnity shall remain in full force andeffect regardless of any investigation made by or on behalf of the Holders, or any such director,officer, partner, underwriter or controlling person and shall survive the transfer of such sharesby the Holder.
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     (b) As a condition to including Registrable Securities in any registration statement filedpursuant to this Agreement, each Holder agrees to be bound by the terms of this Section 9 and toindemnify and hold harmless, to the fullest extent permitted by law, the Company, each of itsdirectors, officers, partners, legal counsel and accountants and each underwriter, if any, and eachother person, if any, who controls the Company within the meaning of Section 15 of the SecuritiesAct, against any losses, claims, damages or liabilities, joint or several, to which the Company orany such director or officer or controlling person may become subject under the Securities Act orotherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings,whether commenced or threatened, in respect thereof) that arises out of or is based upon an untruestatement in or omission from such registration statement, any such preliminary prospectus, finalprospectus, summary prospectus, amendment or supplement in reliance upon and in conformity withwritten information furnished by the Holder for use in the preparation thereof, and such Holdershall reimburse the Company, and such Holders, directors, officers, partners, legal counsel andaccountants, persons, underwriters, or control persons, each such director, officer, andcontrolling person for any legal or other expenses reasonably incurred by them in connection withinvestigating, defending, or settling any such loss, claim, damage, liability, action, orproceeding; provided, however, that such indemnity agreement found in this Section9(b) shall in no event exceed the net proceeds received by such Holder as a result of the sale ofRegistrable Securities pursuant to such registration statement, except in the case of fraud orwillful misconduct. Such indemnity shall remain in full force and effect, regardless of anyinvestigation made by or on behalf of the Company or any such director, officer or controllingperson and shall survive the transfer by any Holder of such shares.     (c) Promptly after receipt by an indemnified party of notice of the commencement of any actionor proceeding involving a claim referred to in this Section (including any governmental action),such indemnified party shall, if a claim in respect thereof is to be made against an indemnifyingparty, give written notice to the indemnifying party of the commencement of such action;provided, that the failure of any indemnified party to give notice as provided herein shallnot relieve the indemnifying party of its obligations under this Section, except to the extent thatthe indemnifying party is actually prejudiced by such failure to give notice. In case any suchaction is brought against an indemnified party, unless in the reasonable judgment of counsel tosuch indemnified party a conflict of interest between such indemnified and indemnifying parties mayexist or the indemnified party may have defenses not available to the indemnifying party in respectof such claim, the indemnifying party shall be entitled to participate in and to assume the defensethereof, with counsel reasonably satisfactory to such indemnified party and, after notice from theindemnifying party to such indemnified party of its election so to assume the defense thereof, theindemnifying party shall not be liable to such indemnified party for any legal or other expensessubsequently incurred by the latter in connection with the defense thereof, unless in suchindemnified party’s reasonable judgment a conflict of interest between such indemnified andindemnifying parties arises in respect of such claim after the assumption of the defenses thereofor the indemnifying party fails to defend such claim in a diligent manner, other than reasonablecosts of investigation. Neither an indemnified nor an indemnifying party shall be liable for anysettlement of any action or proceeding effected without its consent. No indemnifying party shall,without the consent of the indemnified party, consent to entry of any judgment or enter into anysettlement, which does not include as an unconditional term thereof the giving by the claimant orplaintiff to such indemnified party of a release from all liability in respect of such claim orlitigation. Notwithstanding anything to the contrary set forth herein, and without limiting any ofthe rights set forth above, in any event any party shall have the right to retain, at its ownexpense, counsel with respect to the defense of a claim. Each indemnified party shall furnish suchinformation regarding itself or the claim in question as an indemnifying party may reasonablyrequest in writing and as shall be reasonably required in connection with defense of such claim andlitigation resulting therefrom.
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     (d) If an indemnifying party does or is not permitted to assume the defense of an actionpursuant to Sections 9(c) or in the case of the expense reimbursement obligation set forth inSections 9(a) and (b), the indemnification required by Sections 9(a) and 9(b) shall be made byperiodic payments of theamount thereof during the course of the investigation or defense, as and when bills received orexpenses, losses, damages, or liabilities are incurred.     (e) If the indemnification provided for in Section 9(a) or 9(b) is held by a court ofcompetent jurisdiction to be unavailable to an indemnified party with respect to any loss,liability, claim, damage or expense referred to herein, the indemnifying party, in lieu ofindemnifying such indemnified party hereunder, shall (i) contribute to the amount paid or payableby such indemnified party as a result of such loss, liability, claim, damage or expense as isappropriate to reflect the proportionate relative fault of the indemnifying party on the one handand the indemnified party on the other (determined by reference to, among other things, whether theuntrue or alleged untrue statement of a material fact or omission relates to information suppliedby the indemnifying party or the indemnified party and the parties’ relative intent, knowledge,access to information and opportunity to correct or prevent such untrue statement or omission), or(ii) if the allocation provided by clause (i) above is not permitted by applicable law or providesa lesser sum to the indemnified party than the amount hereinafter calculated, not only theproportionate relative fault of the indemnifying party and the indemnified party, but also therelative benefits received by the indemnifying party on the one hand and the indemnified party onthe other, as well as any other relevant equitable considerations. No indemnified party guilty offraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall beentitled to contribution from any indemnifying party who was not guilty of such fraudulentmisrepresentation.     (f) Notwithstanding the foregoing, to the extent that the provisions on indemnification andcontribution contained in the underwriting agreement entered into in connection with anunderwritten public offering are in conflict with the foregoing provisions, the provisions in theunderwriting agreement shall control.     (g) Indemnification similar to that specified in this Section (with appropriate modifications)shall be given by the Company and each Holder of Registrable Securities with respect to anyrequired registration or other qualification of securities under any federal or state law orregulation or governmental authority other than the Securities Act.10.     Independent Nature of Each Investor’s Obligations and Rights. The obligations ofeach Investor under this Agreement are several and not joint with the obligations of any otherInvestor, and each Investor shall not be responsible in any way for the performance of theobligations of any other Investor under this Agreement. Nothing contained herein and no actiontaken by any Investor pursuant hereto, shall be deemed to constitute such Investors as apartnership, an association, a joint venture, or any other kind of entity, or create a presumptionthat the Investors are in any way acting in concert or as a group with respect to such obligationsor the transactions contemplated by this Agreement. Each Investor shall be entitled toindependently protect and enforce its rights, including without limitation the rights arising outof this Agreement, and it shall not be necessary for any other Investor to be joined as anadditional party in any proceeding for such purpose.11.     Miscellaneous.     (a) Governing Law; Jurisdiction**.**The validity and effect of this Agreement, and therights and obligations of the parties hereto, shall be enforced, governed by, and construed in allrespect in accordance with the internal laws of the State of Florida (without reference to conflictof laws provisions). Each Party hereby irrevocably and unconditionally (a) agrees that any Actionor Proceeding, at Law or equity, arising out of or relating to this Agreement and any otheragreements or the transactions contemplated hereby and thereby shall only be brought in the stateor federal courts located in Miami-Dade County, Florida, (b) expressly submits to the personaljurisdiction and venue of such courts for the purposes thereof and (c) waives and agrees not toraise (by way of motion, as a defense or otherwise) any
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and all jurisdictional, venue and convenience objections or defenses that such party may have insuch action or proceeding. Each party hereby irrevocably and unconditionally consents to theservice of process of any of the aforementioned courts. Nothing herein contained shall be deemedto affect the right of any party to serve process in any manner permitted by law or commence legalproceedings or otherwise proceed against any other party in any other jurisdiction to enforcejudgments obtained in any action or proceeding brought pursuant to this Section 10(a).     (b) Remedies. In the event of a breach by the Company or by a Holder of any of theirrespective obligations under this Agreement, each Holder or the Company, as the case may be, inaddition to being entitled to exercise all rights granted by law and under this Agreement,including recovery of damages, shall 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 not assert or shall waive the defense that a remedy at law wouldbe adequate.     (c) Successors and Assigns. Except as otherwise provided herein, the provisions hereofshall inure to the benefit of, and be binding upon, the successors, Permitted Assignees, executorsand administrators of the parties hereto.     (d) No Inconsistent Agreements. The Company has not entered, as of the date hereof,and shall not enter, on or after the date of this Agreement, into any agreement with respect to itssecurities that would have the effect of impairing the rights granted to the Holders in thisAgreement or otherwise conflicts with the provisions hereof.     (e) Entire Agreement. This Agreement constitutes the full and entire understanding andagreement between the parties with regard to the subjects hereof.     (f) Notices, etc. All notices, requests, demands, and other communications under thisAgreement shall be in writing and shall be deemed to have been duly given on the date of service ifserved personally on the party to whom notice is to be given, on the date of transmittal ofservices via facsimile or telecopy to the party to whom notice is to be given (if receipt is orallyconfirmed by phone and a confirming copy delivered thereafter in accordance with this Section), oron the fifth day after mailing if mailed to the party to whom notice is to be given, by first classmail, registered or certified, postage prepaid, or via a nationally recognized overnight courierproviding a receipt for delivery and properly addressed to the applicable address as set forthbelow. Any party may change its address for purposes of this paragraph by giving notice of the newaddress to each of the other parties in the manner set forth above.          (a) If to the Company to:Bioheart, Inc.