SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 17)*

Cogentix Medical, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

19243A104

(CUSIP Number)

Lewis C. Pell

40 Ramland Road South

Orangeburg, New York 10962

(845) 359-2250

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 31, 2016 and September 7, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 19243A104

1	NAME OF REPORTING PERSON
	Lewis C. Pell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			2,363,300
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			2,363,300
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,363,300
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.04%(1)
14	TYPE OF REPORTING PERSON
	IN

(1) This beneficial ownership percentage is based upon 26,144,299 shares of common stock, par value $0.01 per share, of Cogentix Medical, Inc. (formerly known as Vision-Sciences, Inc.), a Delaware corporation (the “Company”), issued and outstanding as of August 10, 2016, as reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 3016 (File No. 000-20970), filed with the Securities and Exchange Commission on August 15, 2016.

Explanatory Note

This Amendment No. 17 to Schedule 13D (this “Amendment No. 17”) amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on February 4, 2003, and as amended and supplemented to date, the “Schedule 13D,”  by Lewis C. Pell, a citizen of the United States of America (the “Reporting Person”). The Schedule 13D relates to the common stock, par value $0.01 per share, of Cogentix Medical, Inc. (formerly known as Vision-Sciences, Inc.), a Delaware corporation (the “Company”).  Capitalized terms used but not defined in this Amendment No. 17 shall have the meanings set forth in the Schedule 13D.

Except as specifically amended by this Amendment No. 17, there are no changes to the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is amended and supplemented with the addition of the following:

Except as otherwise disclosed in the Schedule 13D, the shares of Common Stock beneficially owned by the Reporting Person were acquired through open market purchases that were paid for using the Reporting Person’s personal funds.

The disclosure in Item 6 of this Amendment No. 17 is incorporated herein by reference to this Item 3.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

The disclosure in Item 6 of this Amendment No. 17 is incorporated herein by reference to this Item 4.

The Reporting Person evaluates his investment in the shares and purposes for holding such shares on an ongoing basis and reserves the right to change his intentions, develop plans or proposals.

Item 5. Interest in Securities of the Issuer

Item 5 is amended and restated as follows:

(a)  The Reporting Person beneficially owns 2,363,300 shares of Common Stock, or 9.04% of the shares of Common Stock deemed issued and outstanding.  The foregoing beneficial ownership percentage is based upon 26,144,299 shares of Common Stock issued and outstanding as of August 10, 2016, as reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 3016 (File No. 000-20970), filed with the SEC on August 15, 2016.

(b)  The Reporting Person has the sole power to vote and the sole power to dispose of the 2,363,300 shares of Common Stock beneficially owned by the Reporting Person.

(c)  Since Amendment No. 16, the Reporting person has purchased 514,185 shares of Common Stock through open market purchases.  The following is a listing of such transactions:

Transaction Date	Shares of Common Stock Acquired	Price Per Share
May 31, 2016	150,000	$0.77
May 31, 2016	100,000	$0.79
May 31, 2016	250,000	$0.80
June 1, 2016	894	$0.75
June 10, 2016	13,291	$0.95

(d)  Not applicable.

(e)  Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is amended and supplemented with the addition of the following:

As disclosed in the Company’s Current Report on Form 8-K filed September 7, 2016, on September 7, 2016 the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Accelmed Growth Partners, L.P. (“Accelmed”).  Based upon the Company’s disclosure, under the terms of the Purchase Agreement, Accelmed has agreed to purchase 16,129,033 shares of the Company’s Common Stock at $1.55 per share, for an aggregate purchase price of $25 million.  The Company has disclosed that it expects the sale of its shares of Common Stock pursuant to the Purchase Agreement to close in the fourth quarter of 2016, subject to the approval of the Company’s stockholders (in accordance with applicable NASDAQ requirements) and the satisfaction of the other closing conditions.

In connection with the Purchase Agreement, on September 7, 2016, the Company and the Reporting Person entered into a note exchange agreement (the “Note Exchange Agreement”).  Pursuant to the terms of the Note Exchange Agreement, the Company will convert into shares of Common Stock all of the outstanding principal amount and accrued interest on the Notes. There is currently $28.5 million in principal outstanding under the Notes and $1.0 million of accrued interest, for a total of approximately $29.5 million.  Under the terms of the Note Exchange Agreement, the entire outstanding principal amount and all accrued interest on the Notes will be converted into shares of Common Stock at a price per share of $1.67.  Upon issuance of the shares pursuant to the Note Exchange Agreement, the Notes will be cancelled.  Subject to the approval by the Company’s stockholders of the Note Exchange Agreement and the Purchase Agreement, the conversion will occur immediately prior to the closing of the Purchase Agreement.  The Note Exchange Agreement also provides that, simultaneously with the conversion of the Notes and accrued interest into shares of Common Stock, all of the outstanding Warrants will be cancelled.

In connection with the Purchase Agreement and the Note Exchange Agreement, on September 7, 2016, the Reporting Person and Accelmed entered into a voting agreement (the “Voting Agreement”).  Pursuant to the terms of the Voting Agreement, each of the Reporting Person and Accelmed have agreed to vote their shares of the Company’s Common Stock for the other party’s nominees to the Company’s Board.Following the transactions contemplated by the Purchase Agreement, the Reporting Person and Accelmed will own or control a majority of the outstanding common stock of the Company. The Voting Agreement is intended, in part, to qualify the Company as a “Controlled Company” under Nasdaq Rule 5615(c)(2), and the parties to the Voting Agreement have agreed to take such further actions (consistent with the terms thereof and of the Purchase Agreement) as may be reasonably necessary to satisfy such qualification.

Additionally, in connection with the Purchase Agreement, the Company has agreed to enter into a registration rights agreement (the “Registration Rights Agreement”) with Accelmed and the Reporting Person prior to the closing of the Purchase Agreement, pursuant to which Company will agree to file a registration statement with the SEC covering the resale of the shares issued pursuant to the terms of the Purchase Agreement and the Note Exchange Agreement.

The foregoing descriptions of the Note Exchange Agreement, the Voting Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of the agreements, copies of which are filed as Exhibit 17, Exhibit 18, and Exhibit 19 to this Schedule 13D, each of which is incorporated by reference into this Item 6.

Item 7. Material to be Filed as Exhibits

Item 7 is amended and supplemented with the addition of the following:

Exhibit	Description
Exhibit 17	Note Exchange Agreement, dated September 7, 2016, by and between Cogentix Medical, Inc. and Lewis C. Pell (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Cogentix Medical, Inc. filed with the SEC on September 7, 2016)
Exhibit 18	Voting Agreement, dated September 7, 2016, by and between Accelmed Growth Partners, L.P. and Lewis C. Pell (filed herewith)
Exhibit 19	Form of Registration Rights Agreement (filed herewith)

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 8, 2016	Lewis C. Pell
	By:	/s/ Lewis C. Pell
		Reporting Person

EXHIBIT INDEX

Exhibit	Description
Exhibit 1	Securities Purchase Agreement, dated February 14, 2005, among Vision-Sciences, Inc. and each purchaser identified on the signature pages thereto (incorporated by reference to Exhibit 1 to Amendment No. 2 to the Schedule 13D filed with the SEC by Lewis C. Pell on February 25, 2005).
Exhibit 2	Common Stock Purchase Warrant issued to Lewis C. Pell, dated February 14, 2005 (incorporated by reference to Exhibit 2 to Amendment No. 2 to the Schedule 13D filed with the SEC by Lewis C. Pell on February 25, 2005).
Exhibit 3	Convertible Promissory Note made by Vision-Sciences, Inc. in favor of Lewis C. Pell, dated as of September 19, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on September 20, 2012).
Exhibit 4	Common Stock Warrants issued to Lewis C. Pell, dated November 9, 2009 (incorporated by reference to Exhibit 10.46 to the Quarterly Report on Form 10-Q of Vision-Sciences, Inc. for the quarter ended September 30, 2012, filed with the SEC on November 5, 2012).
Exhibit 5	Common Stock Warrant issued to Lewis C. Pell, dated as of September 30, 2011 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on October 2, 2011).
Exhibit 6	Convertible Promissory Note made by Vision-Sciences, Inc. in favor of Lewis C. Pell, dated as of September 25, 2013 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on September 30, 2013).
Exhibit 7	Convertible Promissory Note made by Vision-Sciences, Inc. in favor of Lewis C. Pell, dated as of June 16, 2014 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on June 17, 2014).
Exhibit 8	Agreement and Plan of Merger, dated as of December 21, 2014, among Vision-Sciences, Inc., Visor Merger Sub LLC and Uroplasty, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on December 22, 2014).
Exhibit 9	Amendment to 2012 Convertible Promissory Note dated as of December 21, 2014, between Vision-Sciences, Inc. and Lewis C. Pell (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on December 22, 2014).
Exhibit 10	Amendment to 2013 Convertible Promissory Note dated as of December 21, 2014, between Vision-Sciences, Inc. and Lewis C. Pell (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on December 22, 2014).
Exhibit 11	Amendment to 2014 Convertible Promissory Note dated as of December 21, 2014, between Vision-Sciences, Inc. and Lewis C. Pell (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on December 22, 2014).
Exhibit 12	Letter Agreement, dated December 21, 2014, between Vision-Sciences, Inc. and Lewis C. Pell regarding the extension of warrants (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on December 22, 2014).
Exhibit 13	Letter Agreement, dated December 21, 2014, between Vision-Sciences, Inc. and Lewis C. Pell regarding termination of maintenance of liquidity obligation (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Vision-Sciences, Inc. filed with the SEC on December 22, 2014).
Exhibit 14	Letter, dated February 16, 2016, from Lewis C. Pell to the Board of Directors of Cogentix Medical, Inc. (incorporated by reference to Exhibit 14 to Amendment No. 6 to the Schedule 13D filed with the SEC by Lewis C. Pell on February 17, 2016).
Exhibit 15	Letter, dated April 4, 2016, from Lewis C. Pell to the Board of Directors of Cogentix Medical, Inc. (incorporated by reference to Exhibit 15 to Amendment No. 8 to the Schedule 13D filed with the SEC by Lewis C. Pell on April 4, 2016).
Exhibit 16	Press release, dated April 27, 2016 (incorporated by reference to Exhibit 16 to Amendment No. 14 to the Schedule 13D filed with the SEC by Lewis C. Pell on April 29, 2016).

Exhibit 17	Note Exchange Agreement, dated September 7, 2016, by and between Cogentix Medical, Inc. and Lewis C. Pell (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Cogentix Medical, Inc. filed with the SEC on September 7, 2016)
Exhibit 18	Voting Agreement, dated September 7, 2016, by and between Accelmed Growth Partners, L.P. and Lewis C. Pell (filed herewith)
Exhibit 19	Form of Registration Rights Agreement (filed herewith)

EX-99.18

Exhibit 18

Execution Version

VOTING AGREEMENT

This Voting Agreement (“Voting Agreement”) is made as of September 7, 2016, by and among (i) Lewis C. Pell, an individual (“Pell”) and (ii) Accelmed Growth Partners, L.P., a Cayman Island exempted limited partnership (“Accelmed”).

RECITALS

A.          WHEREAS,pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of September 7, 2016, by and between Accelmed and Cogentix Medical Inc., a Delaware corporation (the “Company”), Accelmed has agreed to purchase from the Company, and the Company has agreed to issue and sell to Accelmed, the Purchased Shares; and

B.          WHEREAS, the Purchase Agreement contemplates that prior to the Closing, the Company will issue to Pell the Pell Shares in exchange for the conversion or exchange of the outstanding principal and interest of all promissory notes payable to Pell by the Company (the “Pell Notes”) and the cancellation of all outstanding warrants granted by the Company to Pell; and

C.          WHEREAS, the obligation of Accelmed under the Purchase Agreement to purchase the Purchased Shares at Closing is expressly conditioned on Accelmed and Pell entering into this Voting Agreement prior to Closing; and

D.          WHEREAS, Pell desires to enter into this Voting Agreement in order to induce Accelmed to purchase the Purchased Shares, and Accelmed desires to enter into this Voting Agreement in order to induce Pell to exchange or convert the Pell Notes for the Pell Shares, as described in Recital C above; and

NOW, THEREFORE, in consideration of the foregoing premises and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.             Definitions.  All initial capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

2.             Shares Subject to Agreement.  The term “Voting Shares” as used in this Voting Agreement shall refer, individually and collectively, to (i) the Purchased Shares, (ii) the Pell Shares and (iii) any other shares of the Company’s capital stock owned (whether beneficially or as of record) by Pell on the date hereof.  Each of Pell and Accelmed (collectively the “Stockholders”) hereby agrees to hold any Voting Shares controlled or owned by them (whether beneficially or as of record), subject to, and to vote the Voting Shares in accordance with, the provisions of this Voting Agreement.

3.             Board of Directors.

3.1.          Board Size.  Immediately following the Closing, the board of directors of the Company (the “Board”) shall consist of eight (8) directorships.  At all times thereafter the Board shall consist of such number of directorships as may be determined from time to time in accordance with the Company’s bylaws (the “Bylaws”), but in any event not less than seven (7) directorships.  Each member of the Board is referred to herein as a “Director”.

3.2.          Directors Nomination.

3.2.1.          Pell shall be entitled to nominate two (2) Directors (the “Pell Directors”), and Accelmed shall be entitled to nominate two (2) Directors (the “Accelmed Directors”).

3.2.2.          One (1) Accelmed Director (the “Principal Accelmed Director”) shall initially be Dr. Uri Geiger (“Geiger”), and one (1) Accelmed Director shall be a person who qualifies as an “independent director” under the rules of the Principal Market (unless otherwise agreed by Accelmed and Pell).

3.2.3.          Any directorship not filled by either a Pell Director or an Accelmed Director is referred to herein as a “Remaining Directorship”.  A Remaining Directorship may be filled only by a person nominated in the manner set forth in this Section 3.2.3.

3.2.3.1.          Prior to any vote for the election (whether by reason of a vacancy, newly created directorship or an annual meeting), of any Remaining Directorship, Accelmed and Pell shall jointly agree on the nominees to fill such Remaining Directorships (the “Joint Nominees”).

3.2.3.2.          If Accelmed and Pell are unable to timely agree on a sufficient number of Joint Nominees, Pell and Accelmed shall each propose a list of nominees (the “Proposed Lists”) who are neither affiliated with, nor beholden to, the party submitting the relevant Proposed List, and who qualify as an “independent director” under the rules of the Principal Market.  Pell and Accelmed shall within five (5) business days of the submission of the first Proposed List attempt in good faith to select from the nominees named in the Proposed Lists all remaining Joint Nominees.

3.2.3.3.          If Accelmed and Pell are unable to agree on a sufficient number of Joint Nominees within five (5) business days of the first delivery of a Proposed List, then the Joint Nominees shall be an equal number of nominees selected from each Proposed List (at the discretion of the party submitting the relevant Proposed List).  If the total number of required Joint Nominees is uneven, (or if the number of required Joint Nominees is one) then the additional (or sole) Joint Nominee shall be selected, in the first instance of a selection under this provision, by Pell from his Proposed List, and by Accelmed from its Proposed List in the second instance of a selection under this provision, and in each instance thereafter by the party who did not select in the immediately prior instance.

3.2.3.4.          Accelmed and Pell shall cooperate in good faith in the selection of the Joint Nominees to ensure that at all times the Company has sufficient “independent directors” as required from time to time under the rules of the Principal Market and applicable laws.

3.2.4.          At any vote by the Company’s stockholders (whether at a special or annual meeting, or by written consent) for the election of Directors, the Stockholders shall affirmatively vote all their respective Voting Shares to implement the Board composition set forth in this Section 3.2.  Without limiting the generality of the foregoing, the Stockholders shall not vote any of their Voting Shares to elect any person to fill the position of (i) an Accelmed Director unless such person was nominated by Accelmed, (ii) a Pell Director unless such person was nominated by Pell, or (iii) a Remaining Director unless such person qualified as a Joint Nominee.

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Any newly created directorship may be filled by the Board only with a person who qualifies as a Joint Nominee, and any vacant directorship by reason of death, removal or resignation of a Director may be filled by the Board only with a person nominated in the manner that the former Director in office was nominated.  Without limiting the foregoing, upon request of either Pell or Accelmed, the Stockholders shall vote all their Voting Shares to remove any Director elected by the Board to fill a newly created directorship or a vacancy and who did not qualify in accordance with the preceding sentence.

3.3.          Initial Directors.  The initial Accelmed Directors are Geiger and Nachum (Homi) Shami.  The initial Pell Directors are Pell and Howard Zauberman.  The initial Remaining Directors are Darin Hammers, James A. D’Orta, MD, Cheryl Pegus, M.D., M.P.H., and Kenneth A. Samet, each of whom shall be deemed to have been a Joint Nominee.

3.4.          Chairman of the Board.  As long as Geiger serves in the office of the Principal Accelmed Director, Geiger shall serve as Chairman of the Board (unless otherwise agreed by Accelmed).  In the event Geiger ceases to serve as a Director, Accelmed shall nominate a substitute Principal Accelmed Director, who shall serve as Chairman of the Board subject to Pell’s approval (which approval shall not be unreasonably withheld).  The Stockholders shall take all actions necessary (including by amendment to the Bylaws) as necessary to implement the foregoing.

3.5.          No “Bad Actor” Designees.  Each Stockholder with the right to designate or participate in the designation of a Director as specified above hereby represents and warrants to the Company that, to such Person’s knowledge, none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) (each, a “Disqualification Event”), is applicable to such Person’s initial designee named above except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable.  Any Director designee to whom any Disqualification Event is applicable, except for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, is hereinafter referred to as a “Disqualified Designee”.  Each Stockholder with the right to designate or participate in the designation of a Director as specified above hereby covenants and agrees (A) not to designate or participate in the designation of any Director designee who, to such Person’s knowledge, is a Disqualified Designee and (B) that in the event such Person becomes aware that any individual previously designated by any such Person is or has become a Disqualified Designee, such Person shall as promptly as practicable notify the Company in writing and take such actions as are necessary to remove such Disqualified Designee from the Board and designate a replacement designee who is not a Disqualified Designee.

4.             Other Covenants.

4.1.          The Purchase Agreement contemplates that following Closing, upon demand by Accelmed, the Company will take all corporate actions necessary to amend (the “Amendments”) its Certificate of Incorporation and Bylaws (the “Governing Documents”), each to read in the substantially the form attached to the Purchase Agreement, with such additional changes as the Company’s Board of Directors, including the Accelmed Directors (as defined therein), may approve.

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4.2.          In order to induce Accelmed to agree to defer the Amendments until after the Closing, and to agree to other terms of the Purchase Agreement, Pell covenants (i) to assist in good faith to cause the approval and implementation of the Amendments (whether any relevant action is taken by the Company or by its stockholders), whether by direct amendments to the Governing Documents or, if necessary, by merger intended solely to effect the Amendments, and (ii) unless otherwise approved by Accelmed, not to vote any Voting Shares for the approval of any business combination (as defined in Section 203 of the Delaware General Corporation Law) until the Amendments are validly approved and effected.

4.3.          Accelmed also covenants (i) to assist in good faith to cause the approval and implementation of the Amendments (whether any relevant action is taken by the Company or by its stockholders), whether by direct amendments to the Governing Documents or, if necessary, by merger intended solely to effect the Amendments, and (ii) unless otherwise approved by Pell, not to vote any Voting Shares for the approval of any business combination (as defined in Section 203 of the Delaware General Corporation Law) until the Amendments are validly approved and effected.

4.4.          In the event that after two shareholder meetings at which approval of the Amendments has been presented to the stockholders of the Company, the stockholders shall not have provided the necessary vote in favor of the Amendments, then this Sections 4 shall terminate and be of no further force or effect.

5.             Effective Date; Term.  This Voting Agreement shall remain in effect until such time as Accelmed no longer owns the Purchased Shares.  However, Pell may terminate this Voting Agreement at any time Accelmed and its affiliates own in the aggregate less than 50% of the Purchased Shares, and Accelmed may terminate this Voting Agreement at any time Pell and his affiliates own in the aggregate less than 50% of the Pell Shares.  Notwithstanding anything herein to the contrary, (i) this Voting Agreement shall not be effective or binding on either party until the Closing under the Purchase Agreement, whereupon all the terms and provisions hereof shall automatically become binding on both parties, and (ii) this Voting Agreement shall terminate immediately upon termination of the Purchase Agreement, for any reason, prior to Closing.

6.             Successors in Interest.  The provisions of this Voting Agreement shall be binding upon the successors in interest to any of the Voting Shares.  No Stockholder shall transfer (whether voluntary or involuntary) any Voting Shares, or cause the Company to record the transfer of the record ownership of any Voting Shares on its books (or issuing a new certificate representing any of the Voting Shares), unless and until the person to whom such Voting Shares are to be transferred shall have executed a written agreement pursuant to which such person becomes a party to this Voting Agreement and agrees to be bound by all the provisions hereof as if such person were a Stockholder.

7.             Legend.  Each certificate representing any of the Voting Shares shall be marked with a legend reading as follows:

THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER) AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.

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At any time after the termination of this Voting Agreement in accordance with Section 5, any holder of a stock certificate legended pursuant to this Section 7 may surrender such certificate to the Company for removal of the legend.

8.             Controlled Company.  The parties acknowledge that this Voting Agreement is intended, in part, to qualify the Company as a “Controlled Company” under Nasdaq Rule 5615(c)(2).  The parties hereto shall take such further actions (consistent with the terms hereof and of the Purchase Agreement) as may be reasonably necessary to satisfy such qualification.

9.             Grant of Proxy.  In order to carry out the intent of this Voting Agreement, (i) Accelmed hereby grants Pell and (ii) Pell hereby grants Accelmed (each grantor listed in clauses (i) and (ii) is referred to as a “Voting Stockholder”), effective upon the failure by the respective Voting Stockholder to vote all of the Voting Stockholder’s Voting Shares in accordance with this Voting Agreement, a proxy (the “Proxy”) to vote all such Voting Stockholder’s Voting Shares for the approval of the Amendments, and the election and/or removal of members of the Board in accordance with the terms of this Voting Agreement, (a) at all annual and special meetings of the stockholders of the Company, and any postponements or adjournments thereof, and (b) on all consents by stockholders of the Company to corporate actions in writing without a meeting, as fully as the Voting Stockholder could act, giving to said Proxy, agent and attorney, full power of substitution and revocation.  This Proxy shall be irrevocable and shall terminate upon termination of this Voting Agreement in accordance with Section 5.

10.           Specific Performance.  Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Voting Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached.  Accordingly, it is agreed that the parties shall be entitled to an injunction to prevent breaches of this Voting Agreement, and to specific enforcement of this Voting Agreement and its terms and provisions.

11.           Remedies.  All remedies, either under this Voting Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

12.           Miscellaneous.

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

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12.2.        Delaware Rapid Arbitration.  Notwithstanding the exclusive venue provision pursuant to Section 12.1, in order to ensure prompt resolution of disputes regarding entitlement of persons to hold office, either Pell or Accelmed may submit any dispute arising under Section 3.2 or Section 3.4 for arbitration under the Delaware Rapid Arbitration Act, which arbitration shall be binding and not subject to appeal.  Without limiting the foregoing, upon such arbitration election by either Pell or Accelmed, any dispute arising under Section 3.2 or Section 3.4 that is subject to a then pending court action, and which under Delaware law may then be submitted for arbitration under the Delaware Rapid Arbitration Act, shall be instead resolved solely by such arbitration, which arbitration shall be binding and not subject to appeal, and, such dispute pending in any other court shall be immediately dismissed without prejudice.  In any such arbitration, the Company shall be joined as a party.

12.3.        Successors and Assigns.  Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto.  Nothing in this Voting Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Voting Agreement, except as expressly provided by this Voting Agreement.

12.4.        Entire Agreement; Capacity as Stockholder.  This Voting Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof.  For purposes of clarification, Pell is not entering into this Voting Agreement in his capacity as a director of the Company and nothing herein shall restrict in any way Pell’s ability to exercise to the best of his ability his fiduciary duties as a director of the Company.

12.5.        Notices, Etc.  All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, return receipt requested, or otherwise delivered by hand or by messenger or confirmed facsimile, or other means of electronic transmission, addressed, at the recipient’s last known address.  Unless specifically stated otherwise, if notice is provided by mail, it shall be deemed to be delivered upon proper deposit in a mailbox, if notice is provided by facsimile or other means of electronic transmission, it shall be deemed to be delivered upon transmission, and if notice is delivered by hand or by messenger, it shall be deemed to be delivered upon actual delivery.

12.6.        Delays or Omissions.  No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default of another party under this Voting Agreement shall impair any such right, power, or remedy of such party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Voting Agreement, or any waiver on the part of any party of any provisions or conditions of this Voting Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing or as provided in this Voting Agreement.  All remedies, either under this Voting Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

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12.7.        Counterparts.  This Voting Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.  In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

12.8.        Severability.  If any provision of this Voting Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, the parties agree to renegotiate such provision in good faith in order to accomplish the intended purposes hereof.  In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Voting Agreement and the balance of the Voting Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

12.9.        Titles and Subtitles.  The titles and subtitles used in this Voting Agreement are used for convenience only and are not to be considered in construing or interpreting this Voting Agreement.

12.10.      Amendment and Waiver.  Any provision of this Voting Agreement may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only by an agreement in writing of the party against whom enforcement is sought.

12.11.      Stock Splits, Stock Dividends, etc..  In the event of any reclassification of any Voting Shares hereafter (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization or the like), all shares resulting from such reclassification shall be deemed Voting Shares and all certificates evidencing such shares shall be endorsed with the legend set forth in Section 7.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first above written.

Accelmed Growth Partners, L.P.
By: Accelmed Growth Partners Management Ltd.,
its Manager
By:	/s/ Uri Geiger
Name:	Uri Geiger
Title:	Managing Partner
Lewis C. Pell
By:	/s/ Lewis C. Pell
	Lewis C. Pell

[Signature Page to Voting Agreement]

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EX-99.19

Exhibit 19

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is entered into effective as of [●], 2016, by and among Cogentix Medical Inc., a Delaware corporation (the “Company”), Accelmed Growth Partners, L.P., a Cayman Island exempted limited partnership (“Buyer”), and Lewis C. Pell, an individual (“Pell”).

RECITALS

WHEREAS, Buyer and the Company are parties to that certain Securities Purchase Agreement, entered into effective as of September 7, 2016 (the “Purchase Agreement”), pursuant to which the Company has agreed to issue and sell to Buyer, and Buyer has agreed to purchase from the Company, at the Closing, 16,129,033 shares (the “Purchased Shares”) of the Company’s common stock, par value $0.01 (the “CommonStock”), on a private placement basis pursuant to Section 4(a)(2) under the Securities Act (as defined below) and Rule 506 under Regulation D promulgated under the Securities Act;

WHEREAS, in connection with, and as a condition precedent to the consummation of, the transactions contemplated by the Purchase Agreement, Pell and the Company shall enter into a note conversion agreement pursuant to which, inter alia, the entire outstanding principal and accrued interest of all promissory notes payable to Pell by the Company shall be converted or exchanged into or for shares of Common Stock (the shares of Common Stock issued to Pell pursuant thereto, the “Pell Shares”).

WHEREAS, the Company has agreed to provide the registration and other rights set forth in this Agreement for the benefit of Buyer and Pell; and

WHEREAS, it is a condition to certain obligations of Buyer under the Purchase Agreement that this Agreement be executed and delivered.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:

1.         Certain Definitions.  Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.  As used in this Agreement, the following terms shall have the following respective meanings:

“Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under direct or indirect common control with such Person (for the purposes of this definition “control,” when used with respect to any specified Person, shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing).

“Agreement”has the meaning specified therefor in the introductory paragraph of this Agreement.

“Buyer” has the meaning specified therefor in the introductory paragraph of this Agreement.

“Claims” has the meaning ascribed to such term in Section 2.5.1.

“Closing Date” has the meaning set forth in the Purchase Agreement.

“Common Stock” has the meaning specified therefor in the Recitals of this Agreement.

“Company” has the meaning specified therefor in the introductory paragraph of this Agreement.

“Company Indemnified Person” has the meaning ascribed to such term in Section 2.5.1.

“Demand Notice” has the meaning ascribed to such term in Section 2.1.1.

“Demand Registration” has the meaning ascribed to such term in Section 2.1.1.

“Demand Right” has the meaning ascribed to such term in Section 2.1.1.

“Equity Interest”means (a) with respect to a corporation, any and all shares of capital stock of such corporation, (b) with respect to a partnership, limited liability company, trust, or similar Person, any and all units, interests, or other partnership or limited liability company interests, and (c) any other direct or indirect equity ownership or participation in a Person.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Holder” means Buyer, Pell, and any Person holding Registrable Securities to whom the rights under Section 2 have been transferred in accordance with Section 2.8.

“Holder Indemnified Person” has the meaning ascribed to such term in Section 2.5.2.

“Included Registrable Securities” has the meaning ascribed to such term in Section 2.2.1.

“Indemnified Damages” has the meaning ascribed to such term in Section 2.5.1.

“Indemnified Party” has the meaning ascribed to such term in Section 2.5.3.

“Indemnifying Party” has the meaning ascribed to such term in Section 2.5.3.

“Managing Underwriter” means, with respect to any Underwritten Offering, the book running lead manager of such Underwritten Offering.

“Other Holders” has the meaning ascribed to such term in Section 2.2.

“Pell”has the meaning specified therefor in the introductory paragraph of this Agreement.

“Person” means an individual or entity, including, without limitation, any corporation, association, joint stock company, trust, joint venture, general or limited partnership, limited liability company, unincorporated organization, or governmental entity (or any department, agency or political subdivision thereof).

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“Piggyback Registration” has the meaning ascribed to such term in Section 2.2.1.

“Pro Rata Basis” with respect to a Registration Statement means relative to the number of Registrable Securities then held by each Holder whose Registrable Securities are included in the Registration Statement.

“Purchase Agreement” has the meaning specified therefor in the Recitals of this Agreement.

“Purchase Price” has the meaning set forth in the Purchase Agreement.

“Purchased Shares” has the meaning specified therefor in the Recitals of this Agreement.

“register,” “registered” and “registration” refer to the registration effected by preparing and filing a Registration Statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such Registration Statement by the SEC.

“Registrable Securities” means (A) the Purchased Shares, (B) the Pell Shares and (C) any shares of Common Stock or other capital stock of the Company issued or issuable with respect to or in exchange for the Purchased Shares or the Pell Shares as a result of any stock split, stock dividend, distribution, recapitalization, exchange or similar event or otherwise; provided, however, that such shares shall only be treated as Registrable Securities if and only for so long as they are held by a Holder and (1) have not been disposed of pursuant to a Registration Statement declared effective by the SEC, (2) have not been disposed of pursuant to Rule 144, (3) have not otherwise been sold in a transaction exempt from the registration requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale or (4) may not be freely sold by a Holder under Rule 144 within a period of ninety (90) days without any restriction on the volume.

“Registration Expenses” means all expenses incurred by the parties in complying with Sections 2.1 and 2.2, including, without limitation, all registration, qualification, exchange listing and filing fees, printing expenses, fees and expenses of counsel (including one counsel for all Holders selling shares in such registration) and independent accountants for the Company, blue sky fees and expenses and fees and expenses of the transfer agent for the Common Stock, incident to or required by any such registration (but excluding the Selling Expenses for any Holder).

“Registration Period” has the meaning ascribed to such term in Section 2.4.1.

“Registration Statement” means a registration statement under the Securities Act filed by the Company with the SEC.

“Registration Term” has the meaning ascribed to such term in Section 2.1.1.

“Rule 144” means Rule 144 promulgated under the Securities Act or any successor or similar rule as may be enacted by the SEC from time to time, all as the same shall be in effect at the time.

“SEC” means the Securities and Exchange Commission of the United States or any other U.S. federal agency at the time administering the Securities Act.

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“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

“Selling Expenses” means all underwriting discounts and selling commissions and similar fees applicable to the sale of Registrable Securities, all fees and expenses of legal counsel for any Holder (other than fees and expenses of one counsel for the Holders that constitute Registration Expenses) and all transfer taxes relating to any sale of Registrable Securities.

“Selling Holder” means a Holder who is selling Registrable Securities pursuant to Section 2.2.

“Subsidiary” means, as to a Person, any corporation, partnership, joint venture, limited liability company, association or other entity or organization in which such Person owns (directly or indirectly) any Equity Interest or other similar ownership interest.

“Underwritten Offering” means an offering in which shares of Common Stock are sold to an underwriter on a firm commitment or best efforts basis for reoffering to the public pursuant to a Registration Statement.

“Violations” has the meaning ascribed to such term in Section 2.5.1.

2.         Registration Rights.

2.1.          Demand Registration.

2.1.1.    Demand Procedure.  So long as any Registrable Securities remain outstanding (the “Registration Term”), Buyer shall have the right (the “Demand Right”), by written notice to the Company (a “Demand Notice”), to require the Company to register all or a portion of the Registrable Securities held by Buyer under and in accordance with the provisions of the Securities Act (a “Demand Registration”). The Company shall, within five (5) Business Days after the date the Demand Notice is given, provide written notice of such request to all Holders of Registrable Securities.  As soon as practicable, but in any case no later than forty-five (45) days following the receipt by the Company of the original Demand Notice, the Company will file (i) an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) on Form S‑3ASR with the SEC, if the Company is then a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) eligible to file Form S-3ASR under the applicable rules and regulations of the SEC, or (ii) a Registration Statement on Form S-3 with the SEC, if the Company is not then eligible to file an automatic shelf registration statement on Form S-3ASR under the applicable rules of the SEC, in either case with respect to resale of the issued and outstanding Registrable Securities covered by the original Demand Notice and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by such other Holders in a Demand Notice which shall be provided to the Company on or before ten (10) days after the date the Company’s Notice is given to such Holders; provided, however, that if the Company is not then eligible to file a Registration Statement on Form S-3ASR or Form S-3, the Company shall instead file a Registration Statement on Form S-1 (or other applicable form) no later than sixty (60) days following receipt of the original Demand Notice.  The Company will use commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC as promptly as practicable after such filing (except in the case of an automatic shelf registration statement on Form S-3ASR that is deemed effective upon filing).The Company shall not be required to effect more than one (1) Demand Registration for all the Holders as a group; except that the Company shall effect additional Demand Registrations as necessary to register under a Registration Statement all Registrable Securities excluded or withdrawn from the initial Demand Registration by the Managing Underwriter (if any) pursuant to the last sentence of Section 2.1.3.

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2.1.2.    Postponement.  Notwithstanding anything to the contrary in this Agreement, the Company will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in the Registration Statement pursuant to Section 2.1.1, be entitled to postpone the filing of, or, except in the case of an automatic shelf registration statement on Form S‑3ASR, declaration of effectiveness of, any Registration Statement prepared pursuant to the exercise of a Demand Right for a reasonable period of time not in excess of one hundred and twenty (120) days, if the board of directors of the Company determines, in the good faith exercise of its business judgment, and has delivered to Buyer written certification to the effect, that such registration and offering would (A) require disclosure of material non-public information concerning the Company which, at such time, is not in the best interest of the Company or (B) be materially detrimental to the Company and its stockholders because it would (1) materially interfere with a material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised by the Company not more than once.  In the event of any such postponement, the Company will promptly notify the Holders whose Registrable Securities are included in or proposed to be included in the Registration Statement in writing when the events or circumstances permitting such postponement have ended.  In the event that the Company is subject to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand Registration, the Company shall have the right to postpone the filing of a Registration Statement pursuant to the Demand Notice until the expiration of the applicable lock-up period (not to exceed ninety (90) days, plus any customary extension period of the applicable underwriter).The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1.1 during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.

2.1.3.    Marketing Factors.  If any Demand Registration is in the form of an Underwritten Offering, Buyer will select and obtain the services of the investment banking firm or firms and manager or managers that will administer the offering and the counsel to such investment banking firms and managers; provided that such investment banking firm, managers and counsel must be reasonably satisfactory to the Company.  If the Managing Underwriter or underwriters of any proposed Underwritten Offering of shares of Common Stock pursuant to a Demand Registration advises the Company that the total issued and outstanding Registrable Securities held by all of the Holders exceeds the number of shares of Common Stock which can be sold in such offering or would have an adverse effect on the price, timing or distribution of the shares of Common Stock proposed to be offered in such Underwritten Offering or other marketing factors with respect thereto, then the shares of Common Stock to be included in such Underwritten Offering on behalf of the Holders shall include the number of Registrable Securities that such Managing Underwriter or underwriters advises the Company can be sold without having such adverse effect, and the number of shares that may be included in such Underwritten Offering shall be allocated to the Holders on a Pro Rata Basis.If the Managing Underwriter excludes or withdraws 50% or more of the total number of Registrable Securities that the Holders have requested to be included in such registration, then such Demand Registration shall not count as a Demand Registration permitted hereunder.  If the Managing Underwriter excludes or withdraws any Registrable Securities from such Underwritten Offering pursuant to this Section 2.1.3, then the Registration Term shall be extended until such time as those excluded or withdrawn Registrable Securities are registered under a Registration Statement or cease to be Registrable Securities.

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2.1.3.1. If a Demand Registration is not filed by the Company within forty five (45) days of a Demand Notice (or, in the event of a postponement under Section 2.1.2, then within forty five (45) days of a notice by the Company that the events or circumstances permitting such postponement have ended), then the Buyer shall be entitled to a payment from the Company, as liquidated damages and not as a penalty, in the amount per month equal to a half of a percent (0.5%) of the Purchase Price, from the date the Company was required to file the relevant Demand Registration until it is actually filed (or, if earlier, Buyer no longer holds Registrable Securities) and pro-rated for any partial month.  The maximum penalty payable by the Company for all such failures to timely file shall not exceed five percent (5%) of the Purchase Price in the aggregate.  The liquidated damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such monthly period, and shall be paid in immediately available funds.

2.2.          Piggyback Registration.

2.2.1.    Participation.  If the Company proposes to file a Registration Statement, at any time beginning on the Closing Date until the end of the Registration Term, with respect to shares of Common Stock for its own account, for sale to the public, or to register shares of Common Stock for stockholders of the Company other than the Holders, in each case in connection with the public offering of such shares solely for cash and other than (x) a registration on Form S-8 relating solely to employee benefit plans, (y) a registration relating solely to a transaction contemplated by Rule 145 under the Securities Act, or (z) a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, then the Company shall give prompt notice of such proposed registration to each Holder and such notice shall offer each Holder (or any Holder who is not participating in the proposed Registration Statement) the opportunity to include in such registration such number of Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”).  The notice required to be provided in this Section 2.2.1 to each Holder shall be provided pursuant to Section 5.  Each Holder shall then have fifteen (15) days to request inclusion of Registrable Securities in the registration.  If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration.  If, at any time after giving written notice of its intention to undertake a registration and prior to the closing of such registration, the Company shall determine for any reason not to undertake or to delay such registration, the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such registration, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated registration, and (y) in the case of a determination to delay such registration, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the registration.  Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to the Company of such withdrawal up to and including the time of pricing of such offering. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2.1 of this Agreement.  The Company shall not include (i) any Registrable Securities under a Piggyback Registration unless Buyer is a Selling Holder in such registration, and (ii) Registrable Securities of any Holder other than Buyer in excess of such Holder’s then Pro-Rata Basis.  The Company shall have no obligation under this Section 2.2 to make any offering of its shares of Common Stock or to complete an offering of its shares of Common Stock that it proposes to make.

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2.2.2.    Priority of Piggyback Registration.  If the Managing Underwriter or underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises the Company that the total amount of shares of Common Stock which the Selling Holders and any other Persons (other than the Company) intend to include in such offering exceeds the number which can be sold in such offering or would have an adverse effect on the price, timing or distribution of the shares of Common Stock proposed to be offered in such Underwritten Offering, then the shares of Common Stock to be included in such Underwritten Offering on behalf of the Selling Holders shall include the number of Registrable Securities that such Managing Underwriter or underwriters advises the Company can be sold without having such adverse effect.  Such shares of Common Stock shall be allocated pro rata among the Selling Holders and any other Persons who possess registration rights who have requested participation in the Piggyback Registration (“Other Holders”) (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number of shares of Common Stock or other capital stock of the Company proposed to be sold by such Selling Holder or such Other Holder in such offering by (B) the aggregate number of shares of such class of securities proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration).

2.3.       Expenses of Registration.  All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 2.1 and Section 2.2 shall be borne by the Company; provided, however, that the Company shall not be required to pay for any Registration Expenses for any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of Buyer (in which case all Selling Holders shall bear such expenses on a Pro Rata Basis), unless Buyer agrees that such withdrawn registration shall constitute a Demand Registration to which the Holders were entitled pursuant to Section 2.1.  All Selling Expenses (other than underwriting discounts and commissions) relating to the sale of Registrable Securities registered by or on behalf of the Holders shall be borne by the Company, including the reasonable and documented fees, disbursements and related charges of counsel to Buyer (not to exceed $20,000 without the prior approval of the Company).

2.4.       Registration Procedures.  In the case of the registration, qualification or compliance effected by the Company pursuant to this Agreement, the Company will, upon reasonable request, inform each Holder as to the status of such registration, qualification and compliance.  At its expense, in the case of a Registration Statement filed pursuant to Section 2.1 or Section 2.2, the Company will, during such time as any Holder holds Registrable Securities:

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2.4.1.    use commercially reasonable efforts to cause such Registration Statement to become effective and to prepare and file such amendments and post-effective amendments to the Registration Statement and any documents required to be incorporated by reference therein as may be necessary to keep the applicable Registration Statement filed and declared effective pursuant to this Agreement, and any related qualification or compliance under state securities laws which it is necessary to obtain, effective until the earliest of (A) three (3) years after the declaration of effectiveness of the Registration Statement by the SEC, (B) the date upon which all Registrable Securities cease to be Registrable Securities and (C) the date upon which the Holders have completed the distribution described in such Registration Statement, whichever first occurs (the period of time during which the Company is required hereunder to keep the Registration Statement effective is referred to herein as the “Registration Period”); provided, however, that in the case of clause (A), such Registration Period shall be extended by a period of time equal to the duration of any stop order, injunction or other order or requirement of the SEC or other governmental agency or court issued to or by which the Company is bound and by any postponement initiated by the board of directors of the Company pursuant to Section 2.1.2; provided further, however, that in no event shall any such extension period exceed six (6) months.

2.4.2.    at least five (5) Business Days prior to filing a Registration Statement and at least three (3) Business Days prior to the filing of a prospectus or any amendments or supplements to a Registration Statement or a prospectus (but not any periodic report to be incorporated by reference in a Registration Statement or a prospectus), the Company shall furnish to the Holders of the Registrable Securities covered by such Registration Statement and the underwriter or underwriters, if any, copies of or drafts of all such documents proposed to be filed, which documents shall be subject to the reasonable review of such Holders and underwriters, if any, and the Company shall use commercially reasonable efforts to satisfy any objections with respect thereto raised by the Holders of a majority of the Registrable Securities participating in such registration or the underwriters, if any;

2.4.3.    in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;

2.4.4.    furnish such number of prospectuses and other documents incident thereto as any Holder from time to time may reasonably request to enable such Holder to consummate the disposition of the Registrable Securities owned by such Holder;

2.4.5.    use commercially reasonable efforts to timely register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Holder reasonably requests and do any and all other acts and things which may be reasonably necessary to enable such Holder to consummate the disposition of the Registrable Securities owned by such Holder in such jurisdictions; provided, that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.4, (B) subject itself to taxation in any such jurisdiction or (C) file a general consent to service of process in any jurisdiction unless the Company is already subject to service in such jurisdiction;

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2.4.6.    notify each Holder of such Registrable Securities as promptly as practicable (A) after becoming aware of the happening of any event as a result of which the Registration Statement, the prospectus included in the Registration Statement, as then in effect, or any prospectus supplement contains 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, (B) if the board of directors of the Company determines, in the good faith exercise of its business judgment, that the disposition of Registrable Securities pursuant to the Registration Statement would (I) require disclosure of material non-public information concerning the Company which, at such time, is not in the best interest of the Company, or (II) otherwise materially and adversely affect the Company or its stockholders because it would (1) materially interfere with a material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act, (C) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the receipt by the Company of written correspondence from the SEC notifying the Company that the SEC may undertake either of the foregoing or (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction, and notify each Holder of such Registrable Securities when such events or circumstances have ended and the applicable Registration Statement is again available for use in connection with dispositions of Registrable Securities and, if appropriate, the Company will in connection therewith prepare a supplement or amendment to the prospectus included in the applicable Registration Statement as promptly as reasonably practicable, but in any event within 60 days of the Company’s suspension notice, so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and to take such other commercially reasonable action as promptly as reasonably practicable as is necessary to remove a stop order, suspension, written notification from the SEC of the possibility thereof or proceedings related thereto. The Company shall not be permitted to suspend usage of the Registration Statement in the case of any event described in clause (A) or (B) of the preceding sentence more than a total of sixty (60) days in any twelve-month period;

2.4.7.    notify each Holder of such Registrable Securities as promptly as practicable of (A) the filing of the Registration Statement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement or any other registration statement or any post-effective amendment thereto, when the same has become effective; and (B) the receipt of any written comments from the SEC with respect to any filing referred to in clause (A) and any written request by the SEC for amendments or supplements to the Registration Statement or any prospectus or prospectus supplement thereto;

2.4.8.    upon request and subject to appropriate confidentiality arrangements between the parties, furnish to all Holders copies of all transmittal letters or other correspondence with the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) to the extent related to a Registration Statement filed pursuant to Section 2.1 or Section 2.2;

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2.4.9.    in the case of an Underwritten Offering, use commercially reasonable efforts to cause to be furnished, upon request of the underwriters, (i) an opinion of counsel for the Company dated the date of the closing under the underwriting agreement and (ii) a “comfort” letter, dated the pricing date of such Underwritten Offering and a letter of like kind dated the date of the closing under the underwriting agreement, in each case, signed by the independent public accountants who have audited any of the Company’s financial statements included or incorporated by reference into the Registration Statement, and each of the opinion and the “comfort” letter shall be in customary form and cover such matters with respect to such Registration Statement (and the prospectus and any prospectus supplement included therein) as such underwriters may reasonably request and which are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in similar Underwritten Offerings of securities;

2.4.10.  otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;

2.4.11.  make available to the appropriate representatives of the Managing Underwriter and Holders access to such information and Company personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act to the extent such defense is available to such person; provided, that the Company need not disclose any non-public information to any such representative unless and until such representative has entered into a confidentiality agreement with the Company;

2.4.12.  provide a transfer agent and registrar for all Registrable Securities covered by such Registration Statement not later than the effective date of such Registration Statement;

2.4.13.  if requested by a Holder and subject to review by the Company and approval by the Company, such approval not to be unreasonably withheld or delayed, (i) incorporate in a prospectus supplement or post-effective amendment such information as such Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering and (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and

2.4.14.  cause all such Registrable Securities to be listed or quoted on each securities exchange or nationally recognized automated quotation system on which similar securities issued by the Company are then listed or quoted.

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

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2.5.1.    To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Holder, the directors, officers, members, partners, employees, agents, underwriters, advisors, representatives of, and each Person, if any, who controls any Holder within the meaning of the Securities Act or the Exchange Act (each, a “Company Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened (“Indemnified Damages”), to which any of them may become subject to the extent such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon:  (A) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any document incorporated by reference therein, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained in any related free writing prospectuses of the Company or in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in each case in light of the circumstances under which the statements therein were made, not misleading or (C) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other law relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (A), (B) and (C) being, collectively, “Violations”).  Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 2.5.1:  (i) shall not apply to a Claim by a Company Indemnified Person to the extent arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Company Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto and (ii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Indemnified Person and shall survive the transfer of the Registrable Securities by the Holders pursuant to Section 2.8.

2.5.2.    In connection with any Registration Statement in which a Holder is participating, each such Holder agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 2.5.1, the Company, each of its directors, each of its officers who signs the Registration Statement, each of its employees, agents, advisors and representatives and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, a “Holder Indemnified Person”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this Section 2.5.2 and the agreement with respect to contribution contained in Section 2.5.4 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Holder shall be liable under this Section 2.5.2 for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds (net of any Selling Expenses) to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement, except in the event of fraud by such Holder.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder Indemnified Person and shall survive the transfer of the Registrable Securities by the Holders pursuant to Section 2.8.  Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 2.5.2 with respect to any preliminary prospectus shall not inure to the benefit of any Holder Indemnified Person if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

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2.5.3.    Each Company Indemnified Person or Holder Indemnified Person entitled to indemnification under this Section 2.5 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and unless in such Indemnified Party’s reasonable judgment a conflict of interest may exist between such Indemnified Party and the Indemnifying Party, shall permit the Indemnifying Party to assume the defense of any such Claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, unless such failure is prejudicial to the Indemnifying Party in defending such Claim.

2.5.4.    If the indemnification provided for in this Section 2.5 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any Claim or Indemnified Damages referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Claim or Indemnified Damages in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the Violations which resulted in such Claim or Indemnified Damages as well as any other relevant equitable considerations.  The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the Violation relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violation.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

2.6.       Covenants of Holders.

2.6.1.    Each Holder agrees that, upon receipt of any notice from the Company pursuant to Section 2.4.6, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Registration Statement (and if so requested by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice), until the receipt of written notification from the Company that the circumstances requiring the discontinuation of the use of such Registration Statement have ended and, if applicable, receipt from the Company of copies of a supplemented or amended prospectus.

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2.6.2.    Each Holder whose Registrable Securities are included in a Registration Statement pursuant to an Underwritten Offering severally agrees to enter into such lock-up agreement as the Managing Underwriter may in its reasonable discretion require in connection with any such Underwritten Offering (which lock-up agreement may provide for a lock-up period of up to 90 days, plus any customary extension period of the applicable underwriter); provided, however, that all executive officers and directors of the Company shall be subject to similar restrictions or enter into similar agreements (subject to such exceptions as the Managing Underwriter may permit in its reasonable discretion).

2.6.3.    Each Holder agrees to notify the Company, at any time when a prospectus relating to a Registration Statement contemplated by Sections 2.1 or 2.2, as the case may be, is required to be delivered by it under the Securities Act, of the occurrence of any event relating to the Holder which requires the preparation of a supplement or amendment to such prospectus included in the Registration Statement so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading relating to such Holder, and each Holder shall promptly make available to the Company the information to enable the Company to prepare any such supplement or amendment.  Each Holder also agrees that, upon delivery of any notice by it to the Company of the happening of any event of the kind described in the preceding sentence of this subsection, the Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until its receipt of the copies of the supplemental or amended prospectus contemplated by this subsection, which the Company shall promptly (and in any event within 60 days of any such Company notice) make available to each Holder and, if so requested by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities at the time of delivery of such notice.

2.6.4.    Each Holder shall promptly furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Section 2.  Such Holder will assist the Company in updating such information in the Registration Statement and any prospectus supplement relating thereto.

2.6.5.    Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Registration Statement described in this Section 2 are not transferable on the books of the Company unless the stock certificate evidencing such Registrable Securities (or other applicable documentation, if the Registrable Securities are registered as restricted securities in book-entry form in a direct registration system maintained for the Company by its transfer agent) is submitted to the Company’s transfer agent.

2.6.6.    Each Holder hereby covenants with the Company not to make any disposition of Registrable Securities pursuant to the Registration Statement other than in compliance with the Securities Act and other applicable laws (provided, that for purposes of this covenant, each Holder shall be entitled to rely on the accuracy and completeness of disclosures with respect to which the Company is providing indemnification pursuant to Section 2.5 hereof).

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2.6.7.    Each Holder agrees not to take any action with respect to any distribution deemed to be made pursuant to such Registration Statement that constitutes a violation of Regulation M under the Exchange Act or to take any action that violates any other applicable rule, regulation or securities law, including, without limitation, laws relating to short-selling.  If requested by the SEC in connection with the review of a Registration Statement or otherwise, each Holder agrees to certify its acknowledgement of the matters described in the preceding sentence and compliance therewith.

2.7.          Rule 144 Reporting.  With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which at any time permit the sale of the Registrable Securities to the public without registration, the Company agrees to use commercially reasonable best efforts after the Closing Date and until such date that all Registrable Securities have been (A) disposed of pursuant to a Registration Statement declared effective by the SEC, (B) disposed of pursuant to Rule 144 or (C) otherwise been sold in a transaction exempt from the registration requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale, to:

2.7.1.    make and keep adequate current public information with respect to the Company available, as those terms are understood and defined in Rule 144, at all times; and

2.7.2.    file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act for so long as the Company remains subject to such requirements, and the filing of such reports is required for sales under Rule 144.

2.8.          Transfer of Registration Rights.  The rights to cause the Company to register Registrable Securities granted to the Holder by the Company under Sections 2.1 and 2.2 may be assigned in full (but only with all related obligations) by a Holder (i) to a Subsidiary of such Holder, provided that such Holder retains its ownership interest in such Subsidiary, (ii) to an Affiliate of such Holder (other than a Subsidiary of such Holder) provided that such assignment shall not be with the intent of or as part of a transaction or a series of related transactions to transfer, assign, merge or exchange such Affiliate to or with a Person that is not an Affiliate of such Holder or (iii) to a transferee or assignee in conjunction with a transfer or assignment of all or substantially all of such Holder’s assets to such transferee or assignee; provided, however, that, as a condition precedent to any such transfer or assignment, (A) such transfer or assignment shall be effected in accordance with applicable securities laws; (B) such Holder gives prior written notice to the Company; and (C) such transferee agrees in writing to comply with the terms and provisions of this Agreement and such transfer does not violate any other provision of this Agreement.  Except as permitted by this Section 2.8, the rights of a Holder with respect to Registrable Securities as set out herein shall not be transferable to any other Person, and any attempted transfer shall cause all rights of such Holder therein to be forfeited.  The term “Buyer” as used in this agreement shall include any assignee of Buyer’s rights permitted by this Section.

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3.             Governing Law; Jurisdiction; Jury Trial.  Section 9.1 of the Purchase Agreement is incorporated herein by reference as if fully set forth herein.

4.             Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that such transactions are fulfilled to the extent possible.

5.             Notices.  Section 9.6 of the Purchase Agreement is incorporated herein by reference as if fully set forth herein.

6.             Titles and Subtitles.  The titles and subtitles contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

7.             Waivers and Amendments. This Agreement may be amended or waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely), but only by an instrument in writing authorized by the Company and the Holder or Holders of at least a majority of the Registrable Securities and signed by the Company and such Holder or Holders, as applicable.  Upon the effectuation of each such amendment or waiver, the Company shall promptly give written notice thereof to any Holder who has not previously received notice thereof or consented thereto in writing.  No failure or delay on the part of any party in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any covenant or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

8.             Successors and Assigns.  This Agreement shall be binding upon and inure solely to the benefit of each party and its successors and permitted assigns.

9.             Entire Agreement.  This Agreement, in conjunction with the Purchase Agreement and the other agreements referenced therein, constitute the entire agreement and understanding of the parties, and supersede all prior agreements and undertakings, both written and oral, among the parties, with respect to the subject matter hereof and thereof.

10.           Counterparts.  This Agreement may be executed in multiple counterparts and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

11.           Specific Performance.  The parties hereto acknowledge that there would be no adequate remedy at law if they fail to perform their obligations hereunder, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction (whether temporary, preliminary or permanent) or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief.  The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity that such Person may have.

12.           No Third Party Beneficiaries.  Nothing expressed or implied in this Agreement shall be construed to give any Person other than the parties hereto any legal or equitable rights hereunder.

[Signature page to follow]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first above written.

COMPANY:

COGENTIX MEDICAL INC.

By:

Name:

Title:

BUYER:

ACCELMED GROWTH PARTNERS, L.P.

By: Accelmed Growth Partners Management Ltd.,

its Manager

By:

Name:

Title:

PELL:

Lewis C. Pell

[Signature Page to Registration Rights Agreement]

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