Common use of Company Procedures Clause in Contracts

Company Procedures. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to ninety (90) days or any lesser period of time in the event the distribution described in such registration statement has been fully completed; provided, however, that the Company shall not be obligated to keep such registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement (other than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or prior to the date that six (6) months after the effective date of, such registration statement. Any such period during which the Company is excused by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Period." (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by such Holders. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (f) Notify in writing each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Notify in writing each Holder of Registrable Securities covered by such registration statement, (a) when such registration statement or the prospectus included therein or any amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (b) of any comments made to the Company or its counsel by the SEC with respect thereto or any request made to the Company or its counsel by the SEC for amendments or supplements to such registration statement or prospectus or for additional information (and furnish counsel for the selling Holder(s) copies of such comment letters and requests), (c) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (d) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (h) Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date and notify each Holder of Registrable Securities covered by such registration statement of the withdrawal of any such order. (i) Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (j) Make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such registration statement, an earning statement (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the Company's option, Rule 158 thereunder).

Company Procedures. Whenever required under the holders of the Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement Agreement, the Company shall use its best efforts to effect the registration and the sale of any such Registrable SecuritiesSecurities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall, shall as expeditiously as reasonably possible: (a) Prepare prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effectiveeffective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, and, upon the request of Company shall furnish to the Holders counsel selected by the holders of a majority of the Registrable Securities being registered thereunder, keep copies of all such registration statement effective for a period of up documents proposed to ninety (90) days or any lesser period of time in the event the distribution described in such registration statement has been fully completed; provided, however, that the Company shall not be obligated to keep such registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement (other than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or prior to the date that six (6) months after the effective date of, such registration statement. Any such period during which the Company is excused by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Period."filed); (b) Prepare prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days (or, if such registration statement is pursuant to a Short-Form Registration, then for a period that shall be necessary to keep such registration statement effective for the period that shall be adequate to sell all Registrable Securities covered thereby) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement.; (c) Furnish furnish to the Holders holders of the Registrable Securities being registered such numbers number of copies of a prospectussuch registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including a each preliminary prospectus, in conformity with the requirements of the Act), and such other documents as they the holders of the Registrable Securities being registered may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders.holders; (d) Use its use best efforts to register and qualify the securities covered by or qualify, if necessary, such registration statement Registrable Securities being registered under such other securities or Blue Sky blue sky laws of such jurisdictions as shall the holders of a majority of the Registrable Securities being registered reasonably request and do any and all other acts and things that may be reasonably requested necessary or advisable to enable the holders of the Registrable Securities being registered to consummate the disposition in such jurisdictions of such Registrable Securities owned by the Holders, such holders (provided that the Company shall not be required in connection therewith or as a condition thereto to to: (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify; (ii) subject itself to taxation in any such jurisdiction; or to file a general (iii) consent to general service of process in any such states or jurisdictions.jurisdiction); (e) In in the event of the issuance of any underwritten public offeringstop order suspending the effectiveness of a registration statement, enter into and perform its obligations under an underwriting agreementor of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, in usual and customary form, with use best efforts promptly to obtain the managing underwriter withdrawal of such offering.order; (f) Notify in writing each Holder notify the holders of the Registrable Securities covered by such registration statement being registered, at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Notify in writing each Holder of Registrable Securities covered by such registration statement, (a) when such registration statement or the prospectus included therein or any amendment or supplement or post-effective amendment has been filedmisleading, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (b) of any comments made to the Company or its counsel by the SEC with respect thereto or any request made to the Company or its counsel by the SEC for amendments or supplements to such registration statement or prospectus or for additional information (and furnish counsel for the selling Holder(s) copies of such comment letters and requests), (c) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (d) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (h) Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date and notify each Holder of Registrable Securities covered by such registration statement of the withdrawal of any such order. (i) Furnish, at the request of any Holder requesting registration the holders of a majority of the Registrable Securities being registered, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the holders of Registrable Securities pursuant being registered, such prospectus shall not contain an untrue statement of a material fact or omit to this Agreement, on state any fact necessary to make the date that statements therein not misleading; (g) cause all such Registrable Securities included in an offering hereunder to be listed on any national stock exchange or market on which any Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriterslisted, or, if such securities the Registrable Securities are not being sold through underwriterslisted on any national stock exchange or market, the Company shall use best efforts to qualify the Registrable Securities for inclusion on the date that the registration statement with respect to Nasdaq SmallCap Market; (h) provide a transfer agent and registrar for all such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (j) Make generally available to its securityholders as soon as practicable but in any event being registered not later than eighteen months after the effective date of such registration statement, an earning statement ; (which need not be auditedi) complying with Section 11(aenter into such customary agreements (including underwriting agreements in customary form) and take all such other reasonable actions as the holders of a majority of the Registrable Securities Act being registered or the underwriter or underwriters, if any, reasonably request to expedite or facilitate the disposition of such Registrable Securities being registered; (including, j) make available for inspection at the Company's optionprincipal office (during normal business hours and upon reasonable notice) by any holder of the Registrable Securities being registered, Rule 158 thereunder)any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant, or other agent retained by any holder of the Registrable Securities being registered or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees, and independent accountants to supply all information reasonably requested by any holder of the Registrable Securities being registered, underwriter, attorney, accountant, or agent in connection with such registration statement; (k) comply with all applicable rules and regulations of the Securities and Exchange Commission; (l) permit the holders of a majority of the Registrable Securities being registered to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of the Company and its counsel should be included; (m) obtain from its counsel an opinion or opinions in customary form and substance; (n) obtain a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being registered reasonably request; provided that such a comfort letter shall not be required in connection with a Short-Form Registration unless the underwriter or underwriters otherwise require; and (o) take all other actions reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.

Company Procedures. Whenever required under the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement Agreement, the Company shall use its best efforts to effect the registration and the sale of any such Registrable SecuritiesSecurities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall, shall as expeditiously as reasonably possible: (a) Prepare prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effectiveeffective as soon as possible (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, and, upon the request of Company shall furnish to the Holders one counsel selected by the holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to ninety (90) days or any lesser period of time in the event the distribution described included in such registration statement has been fully completed; providedcopies of all such documents proposed to be filed); (b) prepare and file (within 60 days, however, that in the Company shall not be obligated to keep such registration statement effective if the Company receives case of a request for registration pursuant Section 7.2(a) of the Series C Agreement (other than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or prior to the date that six (62.1(a)) months after the effective date of, such registration statement. Any such period during which the Company is excused by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Period." (b) Prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement therewith as may be necessary to keep such registration statement effective for a period of not less than 120 days (or, if such registration statement is pursuant to a Short-Form Registration, then for a period that shall be necessary to keep such registration statement effective for the period that shall be adequate to sell all Registrable Securities covered thereby) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement.; provided, however, that such 120-day period shall be extended for a period of time equal to the period the Stockholders are required to refrain, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration; (c) Furnish furnish to the Holders holders of Registrable Securities being registered such numbers number of copies of a prospectussuch registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including a each preliminary prospectus, in conformity with the requirements of the Act), and such other documents as they each such holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders.holder; (d) Use its use best efforts to register and qualify or qualify, if necessary, the securities covered by such registration statement Registrable Securities being registered under such other securities or Blue Sky blue sky laws of such jurisdictions as shall any holder of such Registrable Securities reasonably requests and do any and all other acts and things that may be reasonably requested necessary or advisable to enable such holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by the Holders, such holder (provided that the Company shall not be required in connection therewith or as a condition thereto to to: (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify; (ii) subject itself to taxation in any such jurisdiction; or to file a general (iii) consent to general service of process in any such states or jurisdictions.jurisdiction); (e) In in the event of the issuance of any underwritten public offeringstop order suspending the effectiveness of a registration statement, enter into and perform its obligations under an underwriting agreementor of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, in usual and customary form, with use best efforts promptly to obtain the managing underwriter withdrawal of such offering.order; (f) Notify in writing notify each Holder holder of the Registrable Securities covered by such registration statement included in an offering hereunder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such holder, the circumstances then existing.Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (g) Notify in writing each Holder of cause all such Registrable Securities covered by such registration statementincluded in an offering hereunder to be listed on any national stock exchange on which any Common Stock is listed, (a) when such registration statement or or, if the prospectus included therein or Common Stock is not listed on any amendment or supplement or post-effective amendment has been filednational stock exchange, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (b) of any comments made to the Company or its counsel by the SEC with respect thereto or any request made shall use best efforts to the Company or its counsel by the SEC for amendments or supplements to such registration statement or prospectus or for additional information (and furnish counsel for the selling Holder(s) copies of such comment letters and requests), (c) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (d) of the receipt by the Company of any notification with respect to the suspension of the qualification of qualify the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (h) Use inclusion on The Nasdaq Stock Market and, if listed on The Nasdaq Stock Market use its reasonable best efforts to obtain the withdrawal secure designation of any order suspending the effectiveness of all such registration statement or any post-effective amendment thereto at the earliest practicable date and notify each Holder of Registrable Securities covered by such registration statement as a Nasdaq “national market system security” within the meaning of Rule 11Aa2-1 of the withdrawal of any such order. (i) FurnishSecurities and Exchange Commission or, at the request of any Holder requesting registration of Registrable Securities pursuant failing that, to this Agreement, on the date that secure The Nasdaq Stock Market’s authorization for such Registrable Securities are delivered and, without limiting the generality of the foregoing, to the underwriters arrange for sale in connection with a registration pursuant at least two (2) market makers to this Agreement, if register as such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, Registrable Securities with the National Association of Securities Dealers; (ih) an opinion, dated such date, of the counsel representing the Company provide a transfer agent and registrar for the purposes of such registration, in form and substance as is customarily given to underwriters all Registrable Securities included in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (j) Make generally available to its securityholders as soon as practicable but in any event offering hereunder not later than eighteen months after the effective date of such registration statement; (i) enter into such customary agreements (including underwriting agreements in customary form) and take all such other reasonable actions to expedite or facilitate the disposition of the Registrable Securities including in an offering hereunder (including effecting a stock split or a combination of shares); (j) make available for inspection at the Company’s principal office (during normal business hours and upon reasonable notice) by any holder of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant, or other agent retained by any such holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such holder, underwriter, attorney, accountant, or agent in connection with such registration statement; (k) comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earning earnings statement (covering the period of at least 12 months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which need not be audited) complying with earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act (including, at the Company's option, and Rule 158 thereunder; (l) permit any holder of Registrable Securities included in an offering hereunder which holder, in the sole and exclusive judgment of such holder, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of the Company and its counsel should be included; (m) obtain from its counsel an opinion or opinions in customary form and substance; (n) obtain a cold comfort letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being registered reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement); (o) notify each selling Stockholder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; (p) after such registration statement becomes effective, notify each selling Stockholder of any request by the Securities and Exchange Commission that the Company amend or supplement such registration statement or prospectus; and (q) take all other actions reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.

Company Procedures. Whenever required under this Agreement Section 5 to effect the registration Registration of any Registrable Securities, the Company shallshall use its commercially reasonable efforts to, as expeditiously as reasonably possible: (a) Prepare prepare and file with the SEC a registration statement Registration Statement with respect to such Registrable Securities and use its best commercially reasonable efforts to cause such registration statement Registration Statement to become effective, and, upon the request of the Holders of a majority of the effective and remain effective until all Registrable Securities registered thereunder, keep covered by such registration statement effective for a period of up Registration Statement have been sold or cease to ninety (90) days or any lesser period of time in the event the distribution described in such registration statement has been fully completed; provided, however, that the Company shall not be obligated to keep such registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement (other than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or prior to the date that six (6) months after the effective date of, such registration statement. Any such period during which the Company is excused by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Period."Registrable Securities; (b) Prepare prepare and file with the SEC such amendments, post-effective amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection with such registration statement Registration Statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement; (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by such Holders. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) In the event of any underwritten public offeringUnderwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Managing Underwriter(s) of such offering.; the Purchaser and any other parties participating in such underwriting shall also enter into and perform its obligations under such an agreement; (fd) Notify in writing each Holder notify the Purchaser as soon as reasonably possible after notice thereof is received by the Company of Registrable Securities covered any written comments by the SEC or any request by the SEC or any other federal or state Governmental Entity for amendments or supplements to such registration statement Registration Statement or such Prospectus or for additional information; (e) notify the Purchaser at any time when a prospectus Prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus Prospectus included in such registration statementRegistration Statement, as then in effect, includes an untrue statement of a material fact misstatement or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.omission; (gf) Notify in writing each Holder of Registrable Securities covered notify the Purchaser as soon as reasonably practicable after notice thereof is received by such registration statement, (a) when such registration statement or the prospectus included therein or any amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (b) of any comments made to the Company or its counsel by the SEC with respect thereto or any request made to the Company or its counsel by the SEC for amendments or supplements to such registration statement or prospectus or for additional information (and furnish counsel for the selling Holder(s) copies of such comment letters and requests), (c) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for that purposesuch purposes, (d) of the receipt by the Company of or any notification with respect to the suspension of the qualification of the Registrable Equity Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.; (hg) Use use its commercially reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final Prospectus and, if any such order is issued, to obtain the withdrawal of any such order suspending as soon as practicable; (h) in the effectiveness case of an Underwritten Offering, make available for inspection by the Underwriter participating in any distribution pursuant to such registration statement Registration, and any attorney, accountant or any post-effective amendment thereto at other agent retained by the earliest practicable date Underwriter, all financial and notify each Holder of Registrable Securities covered by such registration statement other records, pertinent corporate documents and properties of the withdrawal of any Company, as such order.parties may reasonably request, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the Underwriter, attorney, accountant or agent in connection with such Registration Statement; (i) Furnishuse its commercially reasonable efforts to register or qualify, at and cooperate with the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwritersUnderwriters, if any, and their respective counsel, in connection with the Registration or qualification of such Equity Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as the Underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such Registration or qualification in effect; provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (j) in the case of an Underwritten Offering, obtain for delivery to the Holders requesting registration Underwriters an opinion or opinions from counsel for the Company, dated the date of Registrable Securities the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to the Underwriters, as the case may be, and their counsel; (iik) in the case of an Underwritten Offering, obtain for delivery to the Underwriters, a cold comfort letter dated such date, from the Company’s independent certified public accountants in customary form and covering such matters of the Companytype customarily covered by cold comfort letters as the Managing Underwriter or Underwriters reasonably request, in form dated the date of execution of the underwriting agreement and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed brought down to the underwriters, if any, and to closing under the Holders requesting registration of Registrable Securities.underwriting agreement; (jl) Make generally available use its commercially reasonable efforts to its securityholders as soon as practicable but in list the Registrable Securities that are covered by such Registration Statement with any event securities exchange or automated quotation system on which the Common Stock of the Company is then listed; (m) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than eighteen months after the effective date of such registration statementRegistration Statement; (n) in the case of an Underwritten Offering that is marketed, an earning statement (which need not be audited) complying with Section 11(a) cause the senior executive officers of the Securities Act Company to participate in the customary “road show” presentations that may be reasonably requested by the Underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto; and (includingo) otherwise, at in good faith, reasonably cooperate with, and take such customary actions as may reasonably be requested by, the Company's optionPurchaser, Rule 158 thereunder)in connection with such Registration.

Company Procedures. Whenever the Company is required under by this Agreement to effect the registration of any Registrable SecuritiesSecurities under the Securities Act pursuant to a registration statement, the Company shall use its reasonable efforts to effect each such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall, as expeditiously soon as reasonably possiblepracticable: (ai) Prepare prepare and file with the SEC a Commission the requisite registration statement with respect to effect such Registrable Securities registration and thereafter use its best reasonable efforts to cause such registration statement to become effectivebe declared effective as soon as practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities Act, andprovided that as soon as practicable but in no event later than three Business Days before filing such registration statement, upon any related prospectus or any amendment or supplement thereto, other than any amendment or supplement made solely as a result of incorporation by reference of documents filed with the request Commission subsequent to the filing of such registration statement (or, in the case of any prospectus supplement or post-effective amendment relating to a proposed shelf "draw-down" pursuant to Section 2 hereof, two Business Days before the filing thereof), the Company shall furnish to the Holders of a majority of the Registrable Securities registered thereunder, keep covered by such registration statement effective for a period of up to ninety (90) days or any lesser period of time or, in the event case of any prospectus supplement or post-effective amendment relating to a proposed shelf "draw-down" pursuant to Section 2 hereof, to the distribution described in Selling Holders) and the underwriters, if any, copies of all such registration statement has been fully completeddocuments proposed to be filed, which documents shall be subject to the review of such Holders and underwriters; provided, however, that the Company shall not be obligated to keep such file any registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement or amendment thereto or any prospectus or any supplement thereto (other than from any amendment or supplement made solely as a Holderresult of incorporation by reference of documents filed with the Commission subsequent to the filing of such registration statement) to which the managing underwriters of the applicable offering, if any, or the Majority Registered Holders (or, in the case of any prospectus supplement or post-effective amendment relating to a proposed shelf "draw-down" pursuant to Section 2 hereof, the Majority Sellers) shall have reasonably objected in writing within two Business Days after receipt of such documents to the effect that such registration statement or amendment thereto or prospectus or supplement thereto does not comply in all material respects with the requirements of the 1997 Rights Agreement on or prior Securities Act (provided that the foregoing shall not limit the right of any Holder whose Registrable Securities are covered by a registration statement to the date reasonably object, within two Business Days after receipt of such documents, to any particular information that six (6) months after the effective date of, is to be contained in such registration statement. Any , amendment, prospectus or supplement and relates specifically to such period during Holder, including, without limitation, any information describing the manner in which such Holder acquired such Registrable Securities and the intended method or methods of distribution of such Registrable Securities), and if the Company is excused by operation unable to file any such document due to the objections of this Section 4.1(a) from maintaining such underwriters or such Holders, the effectiveness Company shall use its reasonable efforts to cooperate with such underwriters and Holders to prepare, as soon as practicable, a document that is responsive in all material respects to the reasonable objections of the registration statement is referred to as a "Suspension Period."such underwriters and Holders; (bii) Prepare prepare and file with the SEC Commission such amendments and supplements post-effective amendments to such registration statement and the prospectus used in connection with such registration statement as may be necessary to keep such registration statement continuously effective and current for the period required by this Agreement to the extent permitted under the Securities Act; and cause each related prospectus to be supplemented by any prospectus supplement as may be required, and as so supplemented to be filed pursuant to Rule 424; and otherwise comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order be necessary to facilitate the disposition of Registrable Securities owned by such Holders. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (f) Notify in writing each Holder of all Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under during the Securities Act applicable period in accordance with the intended method or methods of disposition by the happening of any event as a result of which the prospectus included selling Holders thereof set forth in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Notify in writing each Holder of Registrable Securities covered by such registration statement, (a) when such registration statement or the such prospectus included therein or any amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (b) of any comments made to the Company or its counsel by the SEC with respect thereto or any request made to the Company or its counsel by the SEC for amendments or supplements to such registration statement or prospectus or for additional information (and furnish counsel for the selling Holder(s) copies of such comment letters and requests), (c) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (d) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.supplement; (hiii) Use its reasonable best efforts to obtain notify the withdrawal of any order suspending Holders and the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date and notify each Holder of Registrable Securities covered by such registration statement of the withdrawal of any such order. (i) Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the managing underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwritersapplicable offering (providing, if anyrequested by any such Persons, and to the Holders requesting registration of Registrable Securities. (jconfirmation in writing) Make generally available to its securityholders as soon as practicable but in after becoming aware of: (A) the filing of any event not later than eighteen months after prospectus or prospectus supplement or the effective date of such registration statement, an earning statement filing or effectiveness (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the Company's option, Rule 158 thereunder).or anticipated date

Company Procedures. Whenever required under this Agreement to effect In connection with the registration of any Registrable SecuritiesRegistration Statement, the ------------------ Company shall, as expeditiously as reasonably possible: (a) Prepare Use commercially reasonable efforts to effect such registration to permit the sale of the Registrable Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4 hereof, within the time periods and otherwise in accordance with the provisions of this Agreement, and pursuant thereto the Company will prepare and file with the SEC the Registration Statement under the Securities Act. The Company shall not include in the Registration Statement any securities other than the Registrable Securities. (b) Notwithstanding the foregoing, upon the occurrence of any event that would cause the Registration Statement or the prospectus included therein (the "Prospectus") (i) to contain an untrue statement of a registration statement with respect material fact or omit to such ---------- state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for resale of Registrable Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to the Registration Statement (and appropriate supplement to the Prospectus) curing such defect, and, if SEC review is required, use its best commercially reasonable efforts to cause such registration statement amendment to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement be declared effective for a period of up to ninety (90) days or any lesser period of time in the event the distribution described in such registration statement has been fully completed; provided, however, that the Company shall not be obligated to keep such registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement (other than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or prior to the date that six (6) months after the effective date of, such registration statement. Any such period during which the Company is excused by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Periodsoon as practicable." (bc) Prepare and file with the SEC such amendments and supplements post-effective amendments to the Registration Statement and take all such registration statement and the prospectus used in connection with such registration statement other actions as may be necessary to keep the Registration Statement continuously effective for the period specified in Section 2(b) of this Agreement, cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statementthe Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the Holder (as indicated in the information furnished to the Company pursuant to Section 4 hereof). (cd) Advise the Holder promptly and, if requested by such Persons, confirm such advice in writing, (i) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has been declared effective by the SEC, (ii) of any request by the SEC for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (iv) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or blue sky laws, the Company shall use commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (e) Subject to Section 3(b) of this Agreement, if any fact or event contemplated by Section 3(d)(iv) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Registrable Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) Furnish to the Holders Holder such numbers reasonable number of copies of a prospectusthe Registration Statement, including a preliminary prospectusProspectus, in conformity with the requirements of the Act, final Prospectus and such other documents as they such Persons may reasonably request in order to facilitate the disposition public offering of the Registrable Securities owned by such HoldersSecurities. (dg) Use its best efforts to register and qualify the securities Registrable Securities covered by such registration statement the Registration Statement under such other the securities or Blue Sky laws of such jurisdictions as shall be reasonably requested appropriate for the distribution of the Registrable Securities covered by the Holders, Registration Statement; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (f) Notify in writing each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Notify in writing each Holder of Registrable Securities covered by such registration statement, (a) when such registration statement or the prospectus included therein or any amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (b) of any comments made to the Company or its counsel by the SEC with respect thereto or any request made to the Company or its counsel by the SEC for amendments or supplements to such registration statement or prospectus or for additional information (and furnish counsel for the selling Holder(s) copies of such comment letters and requests), (c) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (d) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposejurisdiction. (h) Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date and notify each Holder of Cause all Registrable Securities covered by such registration statement of registered pursuant to the withdrawal of any such orderRegistration Statement to be (i) listed on each securities exchange on which the Company Common Stock is then listed or (ii) authorized for quotation on the NASDAQ National Market System if the Company Common Stock is then so authorized for quotation. (i) Furnish, at the request of any Holder requesting registration of Provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement, on the date that Registration Statement and a CUSIP number for all such Registrable Securities are delivered to the underwriters for sale Securities, in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are each case not being sold through underwriters, on later than the date that the registration statement with respect to such securities becomes SEC has declared the Registration Statement effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (j) Make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such registration statement, an earning statement (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the Company's option, Rule 158 thereunder).

Company Procedures. (i) Whenever required under this Agreement requires, or the holders of Registrable Securities have requested (as permitted hereunder), that any Registrable Securities be registered pursuant to this Agreement, the Company will use all reasonable efforts to effect the registration and the sale of any such Registrable SecuritiesSecurities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shallwill, as expeditiously as reasonably possible, subject to the requirement set forth in Section 2(a) of the Company filing a Demand Registration Statement within 60 days or as soon thereafter as practicable: (aA) Prepare prepare and file with the SEC Securities and Exchange Commission a registration statement Registration Statement with respect to such Registrable Securities and use its best all reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to ninety (90) days or any lesser period of time in the event the distribution described in such registration statement has been fully completed; provided, however, that the Company shall not be obligated to keep such registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement (other than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or prior to the date that six (6) months after the effective date of, such registration statement. Any such period during which the Company is excused by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Period."soon as practicable thereafter; (bB) Prepare prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection with such registration statement therewith (the "Prospectus") as may be necessary to keep such Registration Statement effective for a period of not less than ninety (90) days (plus, in the case of the Demand Registration, any extension period required pursuant to Section 6(b) plus any period during which the Shareholders are unable to sell Registrable Securities due to an event described in Section 5(a)(i)(F)) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.Registration Statement during such period; (cC) Furnish to the Holders furnish each seller of Registrable Securities such numbers number of copies of a prospectussuch Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including a each preliminary prospectus, in conformity with the requirements of the Act, Prospectus) and such other documents as they such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders.seller; (dD) Use its best use all reasonable efforts to register and qualify such Registrable Securities under the securities covered by such registration statement under such other securities or Blue Sky blue sky laws of such jurisdictions states and the District of Columbia as shall any seller of Registrable Securities reasonably requests and do any and all other acts and things which may be reasonably requested necessary or advisable to enable such seller to consummate the disposition in such states and the District of Columbia of the Registrable Securities owned by the Holders, such seller (provided that the Company shall will not be required in connection therewith or as a condition thereto to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or to file a general (iii) consent to general service of process in any such states or jurisdictions.jurisdiction); (eE) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter notify each seller of such offering. (f) Notify in writing each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event of which the Company becomes aware, as a result of which the prospectus Prospectus included in such registration statement, as then in effect, includes Registration Statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such seller, as promptly as is practicable, the circumstances then existing.Company will prepare a supplement or amendment to such Prospectus 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 any fact necessary to make the statements therein not misleading; (gF) Notify in writing notify each Holder seller of Registrable Securities any securities covered by such registration statement, Registration Statement (a1) when such registration statement or the prospectus included therein or any amendment or supplement or post-effective amendment has been filedRegistration Statement, and, with respect to such registration statement or any post-effective amendmentamendment to such Registration Statement, when the same has shall have become effective, or any amendment of or supplement to the Prospectus used in connection therewith shall have been filed, (b2) of any comments made to the Company or its counsel request by the SEC with respect thereto Securities and Exchange Commission to amend such Registration Statement or any request made to the Company amend or its counsel by the SEC for amendments or supplements to supplement such registration statement or prospectus Prospectus or for additional information (and furnish counsel for the selling Holder(s) copies of such comment letters and requests)information, (c3) of the issuance by the SEC Securities and Exchange Commission of any stop order suspending the effectiveness of such registration statement Registration Statement or the initiation or threatening of any proceedings for that purposeorder preventing or suspending the use of any preliminary prospectus, (d4) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities such securities for offering or sale in any jurisdiction jurisdiction, or of the initiation or threatening institution of any proceeding proceedings for such purpose. (h) Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date and notify each Holder of Registrable Securities covered by such registration statement of the withdrawal of any such order. (i) Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effectivepurposes, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (j) Make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such registration statement, an earning statement (which need not be audited) complying with Section 11(a5) of the Securities Act (includinghappening of any event that makes any statement made in such Registration Statement, at any then effective Prospectus or any other document incorporated therein by reference untrue or that requires the Company's optionmaking of any changes in such Registration Statement, Rule 158 thereunder).Prospectus or any document incorporated therein by reference in order that such documents not contain any untrue statement of a material fact or omit to state any material fact required to be

Company Procedures. Whenever the Company is required under this Agreement by the provisions hereof to effect the registration of any the Registrable SecuritiesSecurities under the Securities Act pursuant to a registration statement, the Company shall use its best efforts to effect such registration to permit the sale of the Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall, as expeditiously soon as reasonably possiblepracticable: (ai) Prepare prepare and file with the SEC Commission a registration statement with respect to such Registrable Securities in connection with which the Company will give each Holder, the underwriters, if any, their respective counsel and use its best efforts accountants, the opportunity to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to ninety (90) days or any lesser period of time participate in the event the distribution described in such registration statement has been fully completed; provided, however, that the Company shall not be obligated to keep such registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) preparation of the Series C Agreement (other than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or prior to the date that six (6) months after the effective date of, such registration statement. Any , each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such period during which access to its books and records and such opportunities to discuss the business of the Company is excused by operation with its officers and the independent public accountants that have examined its financial statements as shall be necessary, in the opinion of this Section 4.1(a) from maintaining such Holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the effectiveness meaning of the registration statement is referred to as a "Suspension Period."Securities Act; (bii) Prepare prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement therewith as may be necessary to keep such registration statement effective and the prospectus current and to comply with the provisions of the Securities Act with respect to the disposition sale of all the securities covered by such registration statement.statement and the provisions hereof; (ciii) Furnish furnish to the Holders each Holder such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, prospectuses and prospectuses and each supplement or amendment thereto and such other documents as they each such Holder may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities owned by such Holder in conformity with (A) the requirements of the Securities Act and (B) such Holders.' proposed method of distribution; (div) Use its best efforts to register and or qualify the securities covered by such registration statement under such other the securities or Blue Sky laws of such jurisdictions within the United States as each Holder shall reasonably request, and do such other reasonable acts and things as may be reasonably requested required of it to enable each Holder to consummate the sale or other disposition in such jurisdictions of the securities owned by the Holderssuch Holder; provided, provided however, that the Company shall not be required in connection therewith or to (A) qualify as a condition thereto foreign corporation or consent to qualify to do business or to file a general consent to and unlimited service of process in any such states jurisdictions, or jurisdictions. (eB) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (f) Notify in writing each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required subject itself to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Notify in writing each Holder of Registrable Securities covered by such registration statement, (a) when such registration statement or the prospectus included therein or any amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (b) of any comments made to the Company or its counsel by the SEC with respect thereto or any request made to the Company or its counsel by the SEC for amendments or supplements to such registration statement or prospectus or for additional information (and furnish counsel for the selling Holder(s) copies of such comment letters and requests), (c) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (d) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale taxation in any jurisdiction or the initiation or threatening of any proceeding for such purpose.in which is not already so subject; (hv) Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date and notify each Holder of Registrable Securities covered by such registration statement of the withdrawal of any such order. (i) Furnishfurnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, registration or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting Holder making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the Holder of such Registrable Securities may reasonably request and are customarily included in such opinions and (ii) a letter dated letters, dated, respectively, (1) the effective date of the registration statement and (2) the date such datesecurities are delivered to the underwriters, if any, for sale pursuant to such registration, from the a firm of independent certified public accountants of recognized national standing selected by the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holder making such request, covering such financial, statistical and accounting matters with respect to the registration in respect of which such letters are being given as the Holder of such Registrable Securities may reasonably request and are customarily included in such letters. (vi) enter into and perform an underwriting agreement with the managing underwriter, if any, selected by the Company containing customary (A) terms of offer and sale of the securities, payment provisions, underwriting discounts and commissions, and (B) representations, warranties, covenants, indemnities, terms and conditions; the Holders requesting may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders; such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holders and such Holders' intended method of distribution and any other representation required by law; (vii) notify each Holder of Registrable Securities covered by such registration statement in the event the Company has delivered preliminary or final prospectuses to any such Holder, and after having done so, such prospectus is amended to comply with the requirements of the Act. Upon such notification, such Holders shall immediately cease making offers of Registrable Securities and return all prospectuses to the Company. The Company shall promptly provide such Holders with revised prospectuses and, following receipt of the revised prospectuses, such Holders shall be free to resume making offers of Registrable Securities.; (jviii) Make generally available to its securityholders as soon as practicable but cooperate and assist in any event not later than eighteen months after filings required to be made with the effective date Financial Institutions Regulatory Authority, Inc. and in the performance of any customary or required due diligence investigation by any underwriter; and (ix) use its best efforts to effect such registration statement, an earning statement (which need not be audited) complying with Section 11(a) of in the Securities Act (including, at the Company's option, Rule 158 thereunder)manner contemplated hereby.

Company Procedures. Whenever If and whenever the Company is required under this Agreement to use its best efforts to effect the registration of any Registrable SecuritiesSecurities under the Securities Act as provided in Sections 2.1 and 2.2, the Company shall, will as expeditiously as reasonably possible: (ai) Prepare prepare and (as soon thereafter as possible or in any event no later than 60 days after the end of the period within which requests for registration may be given to the Company) file with the SEC a Commission the requisite registration statement with respect to effect such Registrable Securities registration and thereafter use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to ninety (90) days or any lesser period of time in the event the distribution described in such registration statement has been fully completed; provided, however, provided that the Company shall may discontinue any registration of its securities which are not be obligated to keep such registration statement effective if Registrable Securities (and, under the Company receives a request for registration pursuant circumstances specified in Section 7.2(a2.2(a), its securities which are Registrable Securities) of the Series C Agreement (other than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or at any time prior to the date that six (6) months after the effective date of, such registration statement. Any such period during which the Company is excused by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Period."relating thereto; (bii) Prepare prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement therewith as may be necessary to keep such registration statement effective, to permit continuous resales thereunder by the holders of Registrable Securities, and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement.; (ciii) Furnish furnish to the Holders each seller of Registrable Securities covered by such numbers registration statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of a the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus, including a preliminary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents documents, as they the Designated Holder may reasonably request in order to facilitate the disposition of Registrable Securities owned by such Holders.request; (div) Use use its best efforts to register or qualify all Registrable Securities and qualify the other securities covered by such registration statement under such other securities or Blue Sky blue sky laws of such jurisdictions as the Designated Holder shall reasonably request, to keep such registration or qualification in effect for so long as such registration statement remains in effect, and take any other action which may be reasonably requested necessary or advisable to enable each seller to consummate the disposition in such jurisdictions of the securities owned by the Holderssuch seller, provided except that the Company shall not for any such purpose be required in connection therewith or as a condition thereto to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (iv) be obligated to be so qualified or to file a general consent to general service of process in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (f) Notify in writing each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Notify in writing each Holder of Registrable Securities covered by such registration statement, (a) when such registration statement or the prospectus included therein or any amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (b) of any comments made to the Company or its counsel by the SEC with respect thereto or any request made to the Company or its counsel by the SEC for amendments or supplements to such registration statement or prospectus or for additional information (and furnish counsel for the selling Holder(s) copies of such comment letters and requests), (c) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (d) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (h) Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date and notify each Holder of Registrable Securities covered by such registration statement of the withdrawal of any such order. (i) Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (j) Make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such registration statement, an earning statement (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the Company's option, Rule 158 thereunder).jurisdiction;

Company Procedures. (i) Whenever required under this Agreement requires, or the holders of Registrable Securities have requested (as permitted hereunder), that any Registrable Securities be registered pursuant to this Agreement, the Company will use all reasonable efforts to effect the registration and the sale of any such Registrable SecuritiesSecurities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shallwill, as expeditiously as reasonably possible, subject to the requirement set forth in Section 2(a) of the Company filing a Demand Registration Statement within 120 days: (aA) Prepare prepare and file with the SEC Securities and Exchange Commission a registration statement Registration Statement with respect to such Registrable Securities and use its best all reasonable efforts to cause such registration statement to become effectiveeffective as soon as practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, andthe Company will furnish, upon at least five Business Days prior to such filing, to the request of counsel selected by the Holders holders of a majority of securities of the Registrable Securities registered thereunder, keep Company covered by such registration statement effective for a period statement, copies of up all such documents proposed to ninety (90) days or any lesser period be filed which documents will be subject to the review of time in the event the distribution described in such registration statement has been fully completed; provided, however, that the Company counsel and which review shall not be obligated to keep such registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement (other completed no later than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or two Business Days prior to the date that six (6) months after the effective date of, such registration statement. Any such period during which the Company is excused by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Period."proposed filing date); (bB) Prepare prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection with such registration statement therewith (the "Prospectus") as may be necessary to keep such Registration Statement effective for a period of not less than ninety (90) days (plus, in the case of the Demand Registration, any extension period required pursuant to Section 6(c) plus any period during which the Shareholders are unable to sell Registrable Securities due to an event described in Section 5(a)(i)(E)) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.Registration Statement during such period; (cC) Furnish to the Holders furnish each seller of Registrable Securities such numbers number of copies of a prospectussuch Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including a each preliminary prospectus, in conformity with the requirements of the Act, Prospectus) and such other documents as they such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders.seller; (dD) Use its best use all reasonable efforts to register and qualify such Registrable Securities under the securities covered by such registration statement under such other securities or Blue Sky blue sky laws of such jurisdictions states and the District of Columbia as shall any seller of Registrable Securities reasonably requests and do any and all other acts and things which may be reasonably requested necessary or advisable to enable such seller to consummate the disposition in such states and the District of Columbia of the Registrable Securities owned by the Holders, such seller (provided that the Company shall will not be required in connection therewith or as a condition thereto to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or to file a general (iii) consent to general service of process in any such states or jurisdictions.jurisdiction); (eE) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter notify each seller of such offering. (f) Notify in writing each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event of which the Company becomes aware, as a result of which the prospectus Prospectus included in such registration statement, as then in effect, includes Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, as promptly as is practicable, the Company will prepare a supplement or amendment to such Prospectus 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 any fact necessary to make the statements therein not misleading; (F) notify each seller of any securities covered by such Registration Statement (A) when such Registration Statement, or any post-effective amendment to such Registration Statement, shall have become effective, or any amendment of or supplement to the Prospectus used in connection therewith shall have been filed, (B) of any request by the Securities and Exchange Commission to amend such Registration Statement or to amend or supplement such Prospectus or for additional information, (C) of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of such Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, (D) of the suspension of the qualification of such securities for offering or sale in any jurisdiction, or of the institution of any proceedings for any of such purposes, (E) of the happening of any event that makes any statement made in such Registration Statement, any then effective Prospectus or any other document incorporated therein by reference untrue or that requires the making of any changes in such Registration Statement, Prospectus or any document incorporated therein by reference in order that such documents not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light misleading, and (F) of the circumstances then existing. (g) Notify in writing each Holder of Registrable Securities covered by such registration statement, (a) when such registration statement or the prospectus included therein or any amendment or supplement or Company's determination that a further post-effective amendment has been filed, and, with respect to such registration Registration Statement would be appropriate; (G) use reasonable efforts to cause all such Registrable Securities to be listed on the NASD automated quotation system; (H) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement or any post-covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective amendmentdate of the Registration Statement, when which earnings statement shall satisfy the same has become effective, (b) provisions of any comments made to the Company or its counsel by the SEC with respect thereto or any request made to the Company or its counsel by the SEC for amendments or supplements to such registration statement or prospectus or for additional information (and furnish counsel for the selling Holder(s) copies of such comment letters and requests), (cSection 11(a) of the Securities Act and Rule 158 thereunder; and (I) in the event of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement a Registration Statement, or the initiation or threatening of any proceedings for that purpose, (d) of order suspending or preventing the receipt by the Company use of any notification with respect to the suspension of related Prospectus or suspending the qualification of the Registrable Securities any Common Stock included in such Registration Statement for sale in any jurisdiction or jurisdiction, the initiation or threatening of any proceeding for such purpose. (h) Use its Company will use all reasonable best efforts promptly to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date and notify each Holder of Registrable Securities covered by such registration statement of the withdrawal of any such order. (i) Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (j) Make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such registration statement, an earning statement (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the Company's option, Rule 158 thereunder).

Company Procedures. Whenever the Company is required under by this Agreement to effect the registration of any Registrable SecuritiesSecurities under the Securities Act pursuant to a registration statement, the Company shall use its best efforts to effect each such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall, as expeditiously soon as reasonably possiblepracticable: (ai) Prepare prepare and file with the SEC a Commission the requisite registration statement with respect to effect such Registrable Securities registration and thereafter use its best efforts to cause such registration statement to become effectivebe declared effective as soon as practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities Act, andprovided that as soon as practicable but in no event later than three Business Days before filing such registration statement, upon any related prospectus or any amendment or supplement thereto, other than any amendment or supplement made solely as a result of incorporation by reference of documents filed with the request Commission subsequent to the filing of such registration statement, the Company shall furnish to the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to ninety (90) days or any lesser period of time in the event the distribution described in such registration statement has been fully completed; provided, however, that the Company shall not be obligated to keep such registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement (other than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or prior to the date that six (6) months after the effective date of, such registration statement. Any such period during which the Company is excused covered by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Period." (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the underwriters, if any, copies of all such documents proposed to be filed, which documents shall be subject to the review of such Holders and underwriters; the Company shall not file any registration statement or amendment thereto or any prospectus used or any supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents filed with the Commission subsequent to the filing of such registration statement) to which the managing underwriters of the applicable offering, if any, or the Majority Registered Holders shall have reasonably objected in connection writing, within two Business Days after receipt of such documents, to the effect that such registration statement or amendment thereto or prospectus or supplement thereto does not comply in all material respects with the requirements of the Securities Act and specifying in reasonable detail the reasons therefor (provided that the foregoing shall not limit the right of any Holder whose Registrable Securities are covered by a registration statement to reasonably object, within two Business Days after receipt of such documents, to any particular information that is to be contained in such registration statement, amendment, prospectus or supplement and relates specifically to such Holder, including without limitation any information describing the manner in which such Holder acquired such Registrable Securities and the intended method of distribution of such Registrable Securities), and if the Company is unable to file any such document due to the objections of such underwriters or such Holders, the Company shall use its best efforts to cooperate with such underwriters and Holders to prepare, as soon as practicable, a document that is responsive in all material respects to the reasonable objections of such underwriters and Holders; (ii) prepare and file with the Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement continuously effective and current for the period required by this Agreement to the extent permitted under the Securities Act; cause each related prospectus to be supplemented by any prospectus supplement as may be required, and as so supplemented to be filed pursuant to Rule 424, if required; and otherwise use its best efforts to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order be necessary to facilitate the disposition of Registrable Securities owned by such Holders. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (f) Notify in writing each Holder of all Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under during the Securities Act applicable period and in accordance with the intended method of disposition by the happening of any event as a result of which the prospectus included selling Holders thereof set forth in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Notify in writing each Holder of Registrable Securities covered by such registration statement, (a) when such registration statement or such prospectus or prospectus supplement; (iii) notify the Holders and the managing underwriters, if any, of the applicable offering (providing, if requested by any such Persons, confirmation in writing) as soon as practicable after becoming aware of: (A) the filing of any prospectus included therein or any amendment or prospectus supplement or post-effective amendment has been filed, and, with respect to the filing or effectiveness (or anticipated date of effectiveness) of such registration statement or any post-effective amendment, when the same has become effective, amendment thereto; (bB) of any comments made to the Company or its counsel request by the SEC with respect thereto or any request made to the Company or its counsel by the SEC Commission for amendments or supplements to such registration statement or the related prospectus or for additional information information; (and furnish counsel for the selling Holder(sC) copies of such comment letters and requests), (c) of the issuance by the SEC Commission of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, ; (dD) of the receipt by the Company of any notification with respect to the suspension of the qualification or registration (or exemption therefrom) of the any Registrable Securities for sale in any jurisdiction in the United States or the initiation or threatening of any proceeding for such purpose.purposes; or (B) the happening of any event that makes any statement made in such registration statement or in any related prospectus, prospectus supplement, amendment or document incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement or in any such prospectus, supplement, amendment or other such document so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement in the light of the circumstances under which they were made) not misleading; (hiv) Use use its reasonable best efforts to obtain at the earliest possible moment the withdrawal of any order or other action suspending the effectiveness of any such registration statement or suspending the qualification or registration (or exemption therefrom) of the Registrable Securities for sale in any jurisdiction; (v) if reasonably requested by the managing underwriters, if any, of the applicable offering, or by the Majority Registered Holders, as soon as practicable incorporate in a prospectus supplement or post-effective amendment such information as such underwriters or the Majority Registered Holders, as the case may be, agree should be included therein relating to the sale and offering of the applicable Registrable Securities, including without limitation information with respect to the number of Registrable Securities being sold to any underwriters, the purchase price being paid therefor by any such underwriters and any other terms of the offering of the Registrable Securities; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable following receipt of notice of the matters to be incorporated therein; (vi) as soon as practicable after filing such documents with the Commission, furnish to the Holders and each of the underwriters, if any, without charge, at least one manually signed or conformed copy of such registration statement and any post-effective amendment thereto, including financial statements and schedules; and as soon as practicable after the request of any Holder or underwriter, furnish to such Holder or underwriter, as the case may be, at least one copy of any document incorporated by reference in such registration statement or in any related prospectus, prospectus supplement or amendment, together with all exhibits thereto (including those previously furnished or incorporated by reference); (vii) deliver to the Holders and to each of the underwriters, if any, without charge, as many copies of the prospectus or prospectuses (including each preliminary prospectus) and any amendment or supplement thereto as such Persons may reasonably request; subject to Section 5(b)(i), the Company consents to the use of any such prospectus or any amendment or supplement thereto by the Holders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by any such prospectus or any amendment or supplement thereto; (viii) prior to any public offering of Registrable Securities, register or qualify, or obtain an exemption therefrom (with the cooperation of the Holders, the underwriters, if any, and their respective counsel in connection therewith to the extent necessary) of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions in the United States as the Holders or the underwriters, if any, shall reasonably request in writing; use its best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period during which such registration statement is required to be kept effective pursuant to this Agreement, to the extent permitted under the Securities Act; and do any and all other acts and things reasonably necessary or advisable to facilitate the disposition in such jurisdictions of the Registrable Securities covered by such registration statement; provided that the Company shall not be required to qualify to do business in any jurisdiction where it would not be required so to qualify but for this Section 5(a)(viii); (ix) cooperate with Holders participating in such registration and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold; and enable such Registrable Securities to be in such denominations and registered in such names as the underwriters, if any, may request at least two Business Days prior to any sale of Registrable Securities to the earliest practicable date and notify each Holder of underwriters; (x) use its best efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities in the United States as may be reasonably necessary to enable the Holders or the underwriters, if any, to consummate the disposition of such Registrable Securities; (xi) as soon as practicable after the withdrawal occurrence of any event described in Section 5(a)(iii)(E), prepare a supplement or post-effective amendment to such order. (i) Furnishregistration statement or to the related prospectus or any document incorporated therein by reference, at the request of or file any Holder requesting registration of Registrable Securities pursuant to this Agreementother required document so that, on the date that such Registrable Securities are as thereafter delivered to the underwriters for sale purchasers of the Registrable Securities being sold thereunder, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; if any event described in connection Section 5(a)(iii)(B) occurs, use its best efforts to cooperate with the Commission to prepare, as soon as practicable, any amendment or supplement to such registration statement or such related prospectus and any other additional information, or to take other action that may have been requested by the Commission; (xii) use its best efforts to cause all Common Stock constituting Registrable Securities covered by such registration statement to be listed on each securities exchange (or quotation system operated by a registration pursuant to this Agreementnational securities association), if such securities are being sold through underwritersany, oron which the Common Stock of the Company is then listed (or included), if such securities are not being sold through underwriters, on so requested by the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to Majority Registered Holders or the underwriters, if any, and to the Holders requesting registration of enter into customary agreements including, if necessary, a listing application and indemnification agreement in customary form, and provide a transfer agent for such Registrable Securities and no later than the effective date of such registration statement; use its best efforts to cause any other Registrable Securities covered by such registration statement to be listed (iior included) on each securities exchange (or quotation system operated by a letter dated such date, from the independent certified public accountants national securities association) on which securities of the Companysame class and series, in form if any, are then listed (or included) (or on any exchange or quotation system on which any Person other than a Holder shall have the right to have securities of the same class and substance as is customarily given series, if any, listed or included), if so requested by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Majority Registered Holders or the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (j) Make generally available to its securityholders as soon as practicable but enter into customary agreements including, if necessary, a listing application and indemnification agreement in any event not customary form, and, if necessary, provide a transfer agent for such securities no later than eighteen months after the effective date of such registration statement, an earning statement (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the Company's option, Rule 158 thereunder).;

Company Procedures. Whenever required under this Agreement Section 5 to effect the registration Registration of any Registrable Securities, the Company shallshall use its commercially reasonable efforts to, as expeditiously as reasonably possible: (a) Prepare prepare and file with the SEC a registration statement Registration Statement with respect to such Registrable Securities and use its best commercially reasonable efforts to cause such registration statement Registration Statement to become effective, and, upon the request of the Holders of a majority of the effective and remain effective until all Registrable Securities registered thereunder, keep covered by such registration statement effective for a period of up Registration Statement have been sold or cease to ninety (90) days or any lesser period of time in the event the distribution described in such registration statement has been fully completed; provided, however, that the Company shall not be obligated to keep such registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement (other than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or prior to the date that six (6) months after the effective date of, such registration statement. Any such period during which the Company is excused by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Period."Registrable Securities; (b) Prepare prepare and file with the SEC such amendments, post-effective amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection with such registration statement Registration Statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement; (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by such Holders. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) In the event of any underwritten public offeringUnderwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Managing Underwriter(s) of such offering.; the Purchaser, HoldCo and any other parties participating in such underwriting shall also enter into and perform its obligations under such an agreement; (fd) Notify in writing each Holder notify the Purchaser and HoldCo as soon as reasonably possible after notice thereof is received by the Company of Registrable Securities covered any written comments by the SEC or any request by the SEC or any other federal or state Governmental Authority for amendments or supplements to such registration statement Registration Statement or such Prospectus or for additional information; (e) notify the Purchaser and HoldCo at any time when a prospectus Prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus Prospectus included in such registration statementRegistration Statement, as then in effect, includes an untrue statement of a material fact misstatement or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.omission; (gf) Notify in writing each Holder of Registrable Securities covered notify the Purchaser and HoldCo as soon as reasonably practicable after notice thereof is received by such registration statement, (a) when such registration statement or the prospectus included therein or any amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (b) of any comments made to the Company or its counsel by the SEC with respect thereto or any request made to the Company or its counsel by the SEC for amendments or supplements to such registration statement or prospectus or for additional information (and furnish counsel for the selling Holder(s) copies of such comment letters and requests), (c) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for that purposesuch purposes, (d) of the receipt by the Company of or any notification with respect to the suspension of the qualification of the Registrable Equity Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.; (hg) Use use its commercially reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final Prospectus and, if any such order is issued, to obtain the withdrawal of any such order suspending as soon as practicable; (h) in the effectiveness case of an Underwritten Offering, make available for inspection by the Underwriter participating in any distribution pursuant to such registration statement Registration, and any attorney, accountant or any post-effective amendment thereto at other agent retained by the earliest practicable date Underwriter, all financial and notify each Holder of Registrable Securities covered by such registration statement other records, pertinent corporate documents and properties of the withdrawal of any Company, as such order.parties may reasonably request, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the Underwriter, attorney, accountant or agent in connection with such Registration Statement; (i) Furnishuse its commercially reasonable efforts to register or qualify, at and cooperate with the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwritersUnderwriters, if any, and their respective counsel, in connection with the Registration or qualification of such Equity Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as the Underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such Registration or qualification in effect; provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (j) in the case of an Underwritten Offering, obtain for delivery to the Holders requesting registration Underwriters an opinion or opinions from counsel for the Company, dated the date of Registrable Securities the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to the Underwriters, as the case may be, and their counsel; (iik) in the case of an Underwritten Offering, obtain for delivery to the Underwriters a cold comfort letter dated such date, from the Company’s independent certified public accountants in customary form and covering such matters of the Companytype customarily covered by cold comfort letters as the Managing Underwriter or Underwriters reasonably request, in form dated the date of execution of the underwriting agreement and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed brought down to the underwriters, if any, and to closing under the Holders requesting registration of Registrable Securities.underwriting agreement; (jl) Make generally available use its commercially reasonable efforts to its securityholders as soon as practicable but in list the Registrable Securities that are covered by such Registration Statement with any event securities exchange or automated quotation system on which the Common Stock of the Company is then listed; (m) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than eighteen months after the effective date of such registration statementRegistration Statement; (n) in the case of an Underwritten Offering that is marketed, an earning statement (which need not be audited) complying with Section 11(a) cause the senior executive officers of the Securities Act Company to participate in the customary “road show” presentations that may be reasonably requested by the Underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto; and (includingo) otherwise, at in good faith, reasonably cooperate with, and take such customary actions as may reasonably be requested by, the Company's optionPurchaser or HoldCo, Rule 158 thereunder)in connection with such Registration.

Company Procedures. Whenever the Company is required under by this Agreement to effect the registration of any Registrable SecuritiesSecurities under the Securities Act pursuant to a registration statement, the Company shall use its best efforts to effect each such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall, as expeditiously soon as reasonably possiblepracticable: (ai) Prepare prepare and file with the SEC a Commission the requisite registration statement with respect to effect such Registrable Securities registration and thereafter use its best efforts to cause such registration statement to become effectivebe declared effective as soon as practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities Act, andprovided that as soon as practicable but in no event later than three Business Days before filing such registration statement, upon any related prospectus or any amendment or supplement thereto, other than any amendment or supplement made solely as a result of incorporation by reference of documents filed with the request Commission subsequent to the filing of such registration statement, the Company shall furnish to the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to ninety (90) days or any lesser period of time in the event the distribution described in such registration statement has been fully completed; provided, however, that the Company shall not be obligated to keep such registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement (other than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or prior to the date that six (6) months after the effective date of, such registration statement. Any such period during which the Company is excused covered by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Period." (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the underwriters, if any, copies of all such documents proposed to be filed, which documents shall be subject to the review of such Holders and underwriters; the Company shall not file any registration statement or amendment thereto or any prospectus used or any supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents filed with the Commission subsequent to the filing of such registration statement) to which the managing underwriters of the applicable offering, if any, or the Majority Registered Holders shall have reasonably objected in connection writing, within two Business Days after receipt of such documents, to the effect that such registration statement or amendment thereto or prospectus or supplement thereto does not comply in all material respects with the requirements of the Securities Act and specifying in reasonable detail the reasons therefor (provided that the foregoing shall not limit the right of any Holder whose Registrable Securities are covered by a registration statement to reasonably object, within two Business Days after receipt of such documents, to any particular information that is to be contained in such registration statement, amendment, prospectus or supplement and relates specifically to such Holder, including without limitation any information describing the manner in which such Holder acquired such Registrable Securities and the intended method of distribution of such Registrable Securities), and if the Company is unable to file any such document due to the objections of such underwriters or such Holders, the Company shall use its best efforts to cooperate with such underwriters and Holders to prepare, as soon as practicable, a document that is responsive in all material respects to the reasonable objections of such underwriters and Holders; (ii) prepare and file with the Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement continuously effective and current for the period required by this Agreement to the extent permitted under the Securities Act; cause each related prospectus to be supplemented by any prospectus supplement as may be required, and as so supplemented to be filed pursuant to Rule 424, if required; and otherwise use its best efforts to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order be necessary to facilitate the disposition of Registrable Securities owned by such Holders. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (f) Notify in writing each Holder of all Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under during the Securities Act applicable period and in accordance with the intended method of disposition by the happening of any event as a result of which the prospectus included selling Holders thereof set forth in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Notify in writing each Holder of Registrable Securities covered by such registration statement, (a) when such registration statement or such prospectus or prospectus supplement; (iii) notify the Holders and the managing underwriters, if any, of the applicable offering (providing, if requested by any such Persons, confirmation in writing) as soon as practicable after becoming aware of: (A) the filing of any prospectus included therein or any amendment or prospectus supplement or post-effective amendment has been filed, and, with respect to the filing or effectiveness (or anticipated date of effectiveness) of such registration statement or any post-effective amendment, when the same has become effective, amendment thereto; (bB) of any comments made to the Company or its counsel request by the SEC with respect thereto or any request made to the Company or its counsel by the SEC Commission for amendments or supplements to such registration statement or the related prospectus or for additional information information; (and furnish counsel for the selling Holder(sC) copies of such comment letters and requests), (c) of the issuance by the SEC Commission of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, ; (dD) of the receipt by the Company of any notification with respect to the suspension of the qualification or registration (or exemption therefrom) of the any Registrable Securities for sale in any jurisdiction in the United States or the initiation or threatening of any proceeding for such purpose.purposes; or (B) the happening of any event that makes any statement made in such registration statement or in any related prospectus, prospectus supplement, amendment or document incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement or in any such prospectus, supplement, amendment or other such document so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement in the light of the circumstances under which they were made) not misleading; (hiv) Use use its reasonable best efforts to obtain at the earliest possible moment the withdrawal of any order or other action suspending the effectiveness of any such registration statement or suspending the qualification or registration (or exemption therefrom) of the Registrable Securities for sale in any jurisdiction; (v) if reasonably requested by the managing underwriters, if any, of the applicable offering, or by the Majority Registered Holders, as soon as practicable incorporate in a prospectus supplement or post-effective amendment such information as such underwriters or the Majority Registered Holders, as the case may be, agree should be included therein relating to the sale and offering of the applicable Registrable Securities, including without limitation information with respect to the number of Registrable Securities being sold to any underwriters, the purchase price being paid therefor by any such underwriters and any other terms of the offering of the Registrable Securities; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable following receipt of notice of the matters to be incorporated therein; (vi) as soon as practicable after filing such documents with the Commission, furnish to the Holders and each of the underwriters, if any, without charge, at least one manually signed or conformed copy of such registration statement and any post-effective amendment thereto, including financial statements and schedules; and as soon as practicable after the request of any Holder or underwriter, furnish to such Holder or underwriter, as the case may be, at least one copy of any document incorporated by reference in such registration statement or in any related prospectus, prospectus supplement or amendment, together with all exhibits thereto (including those previously furnished or incorporated by reference); (vii) deliver to the Holders and to each of the underwriters, if any, without charge, as many copies of the prospectus or prospectuses (including each preliminary prospectus) and any amendment or supplement thereto as such Persons may reasonably request; subject to Section 5(b)(i), the Company consents to the use of any such prospectus or any amendment or supplement thereto by the Holders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by any such prospectus or any amendment or supplement thereto; (viii) prior to any public offering of Registrable Securities, register or qualify, or obtain an exemption therefrom (with the cooperation of the Holders, the underwriters, if any, and their respective counsel in connection therewith to the extent necessary) of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions in the United States as the Holders or the underwriters, if any, shall reasonably request in writing; use its best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period during which such registration statement is required to be kept effective pursuant to this Agreement, to the extent permitted under the Securities Act; and do any and all other acts and things reasonably necessary or advisable to facilitate the disposition in such jurisdictions of the Registrable Securities covered by such registration statement; provided that the Company shall not be required to qualify to do business in any jurisdiction where it would not be required so to qualify but for this Section 5(a)(viii); (ix) cooperate with Holders participating in such registration and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold; and enable such Registrable Securities to be in such denominations and registered in such names as the underwriters, if any, may request at least two Business Days prior to any sale of Registrable Securities to the earliest practicable date and notify each Holder of underwriters; (x) use its best efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities in the United States as may be reasonably necessary to enable the Holders or the underwriters, if any, to consummate the disposition of such Registrable Securities; (xi) as soon as practicable after the withdrawal occurrence of any event described in Section 5(a)(iii)(E), prepare a supplement or post-effective amendment to such order. (i) Furnishregistration statement or to the related prospectus or any document incorporated therein by reference, at the request of or file any Holder requesting registration of Registrable Securities pursuant to this Agreementother required document so that, on the date that such Registrable Securities are as thereafter delivered to the underwriters for sale purchasers of the Registrable Securities being sold thereunder, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; if any event described in connection Section 5(a)(iii)(B) occurs, use its best efforts to cooperate with the Commission to prepare, as soon as practicable, any amendment or supplement to such registration statement or such related prospectus and any other additional information, or to take other action that may have been requested by the Commission; (xii) use its best efforts to cause all Common Stock constituting Registrable Securities covered by such registration statement to be listed on each securities exchange (or quotation system operated by a registration pursuant to this Agreementnational securities association), if such securities are being sold through underwritersany, oron which the Common Stock of the Company is then listed (or included), if such securities are not being sold through underwriters, on so requested by the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to Majority Registered Holders or the underwriters, if any, and to the Holders requesting registration of enter into customary agreements including, if necessary, a listing application and indemnification agreement in customary form, and provide a transfer agent for such Registrable Securities and no later than the effective date of such registration statement; use its best efforts to cause any other Registrable Securities covered by such registration statement to be listed (iior included) on each securities exchange (or quotation system operated by a letter dated such date, from the independent certified public accountants national securities association) on which securities of the Companysame class and series, in form if any, are then listed (or included) (or on any exchange or quotation system on which any Person other than a Holder shall have the right to have securities of the same class and substance as is customarily given series, if any, listed or included), if so requested by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Majority Registered Holders or the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (j) Make generally available to its securityholders as soon as practicable but enter into customary agreements including, if necessary, a listing application and indemnification agreement in any event not customary form, and, if necessary, provide a transfer agent for such securities no later than eighteen months after the effective date of such registration statement, an earning statement ; (which need not be auditedxiii) complying with Section 11(aprovide a CUSIP number for the Registrable Securities no later than the effective date of such registration statement; (xiv) of the Securities Act enter into customary agreements (including, at in the case of an underwritten offering, an underwriting agreement in customary form for the managing underwriters with respect to issuers of similar market capitalization and reporting and financial histories) and take all such other appropriate actions in connection therewith in order to expedite or facilitate the disposition of the Registrable Securities included in such registration statement and, in the case of an underwritten offering: (A) make representations and warranties to each Holder of Registrable Securities participating in such offering and to each of the underwriters, in such form, substance and scope as are customarily made to the managing underwriters by issuers of similar market capitalization and reporting and financial histories and confirm the same to the extent customary if and when requested; (B) obtain opinions of counsel to the Company addressed to each Holder of Registrable Securities participating in such offering and to each of the underwriters, such opinions to be in customary form and covering the matters customarily covered in opinions obtained in underwritten offerings by the managing underwriters for issuers of similar market capitalization and reporting and financial histories; (C) use its best efforts to obtain "comfort" letters from the Company's optionindependent certified public accountants addressed to each Holder of Registrable Securities participating in such offering and to each of the underwriters, Rule 158 thereunder).such letters to be in customary form and covering matters of the type customarily covered in "comfort" letters to the managing underwriters in connection with underwritten offerings by them for issuers of similar market capitalization and reporting and financial histories; (D) provide, in the underwriting agreement or agency agreement to be entered into in connection with such offering, indemnification and contribution provisions and procedures no less favorable than those set forth in Section 7 with respect to all parties to be indemnified pursuant to Section 7; and (E) deliver such customary documents and certificates as may be reasonably requested by the Majority Registered Holders and the managing underwriters to evidence compliance with clause (A) of this paragraph (xiv) and with any customary conditions contained in the underwriting agreement entered into by the Company in connection with such offering; (xv) in the case of any nonunderwritten offering: (A) obtain an opinion of counsel to the Company at the time of effectiveness of such registration statement covering such offering and an update thereof at the time of effectiveness of any post-effective amendment to such registration statement (other than by reason of incorporation by reference of documents filed with the Commission) addressed to each Holder of any Registrable Securities covered by such registration statement, covering matters that are no more extensive in scope than would be customarily covered in opinions obtained in underwritten offerings by issuers with similar market capitalization and reporting and financial histories; (B) use its best efforts to obtain a "comfort" letter from the Company's independent certified public accountants at the time of effectiveness of such registration statement and, upon the request of the Majority Registered Holders, updates thereof, in each case addressed to each Holder of Registrable Securities participating in such offering and covering matters that are no more extensive in scope than would be customarily covered in "comfort" letters and updates obtained in underwritten offerings by issuers with similar market capitalization and reporting and financial histories; and

Company Procedures. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to ninety (90) days or any lesser period of time in the event the distribution described in such registration statement has been fully completed; provided, however, that the Company shall not be obligated to keep such registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement (other than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or prior to the date that six (6) months after the effective date of, such registration statement. Any such period during which the Company is excused by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Period." (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by such Holders. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering.. A-7 58 EXHIBIT 1.44 FORM OF REGISTRATION RIGHTS AGREEMENT (f) Notify in writing each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Notify in writing each Holder of Registrable Securities covered by such registration statement, (a) when such registration statement or the prospectus included therein or any amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (b) of any comments made to the Company or its counsel by the SEC with respect thereto or any request made to the Company or its counsel by the SEC for amendments or supplements to such registration statement or prospectus or for additional information (and furnish counsel for the selling Holder(s) copies of such comment letters and requests), (c) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (d) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (h) Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date and notify each Holder of Registrable Securities covered by such registration statement of the withdrawal of any such order. (i) Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (j) Make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such registration statement, an earning statement (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the Company's option, Rule 158 thereunder).. EXHIBIT 1.44 FORM OF REGISTRATION RIGHTS AGREEMENT

Company Procedures. Whenever the Company is required under by this Agreement to effect the registration of any Registrable SecuritiesSecurities under the Securities Act pursuant to a registration statement, the Company shall use its best efforts to effect each such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall, as expeditiously soon as reasonably possiblepracticable: (ai) Prepare prepare and file with the SEC a Commission the requisite registration statement with respect to effect such Registrable Securities registration and thereafter use its best efforts to cause such registration statement to become effectivebe declared effective as soon as practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities Act, andPROVIDED that as soon as practicable but in no event later than three Business Days before filing such registration statement, upon any related prospectus or any amendment or supplement thereto, other than any amendment or supplement made solely as a result of incorporation by reference of documents filed with the request Commission subsequent to the filing of such registration statement, the Company shall furnish to the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to ninety (90) days or any lesser period of time in the event the distribution described in such registration statement has been fully completed; provided, however, that the Company shall not be obligated to keep such registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement (other than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or prior to the date that six (6) months after the effective date of, such registration statement. Any such period during which the Company is excused covered by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Period." (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the underwriters, if any, copies of all such documents proposed to be filed; the Company shall not file any registration statement or amendment thereto or any prospectus used or any supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents filed with the Commission subsequent to the filing of such registration statement) to which the managing underwriters of the applicable offering, if any, or the Majority Registered Holders shall have reasonably objected in connection writing within two Business Days after receipt of such documents to the effect that such registration statement or amendment thereto or prospectus or supplement thereto does not comply in all material respects with the requirements of the Securities Act (PROVIDED that the foregoing shall not limit the right of any Holder whose Registrable Securities are covered by a registration statement to reasonably object within two Business Days after receipt of such documents, to any particular information that is to be contained in such registration statement, amendment, prospectus or supplement and relates specifically to such Holder, including, without limitation, any information describing the manner in which such Holder acquired such Registrable Securities and the intended method or methods of distribution of such Registrable Securities), and if the Company is unable to file any such document due to the objections of such underwriters or such Holders, the Company shall use its best efforts to cooperate with such underwriters and Holders to prepare, as soon as practicable, a document that is responsive in all material respects to the reasonable objections of such underwriters and Holders; (ii) prepare and file with the Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement continuously effective and current for the period required by this Agreement to the extent permitted under the Securities Act; and cause each related prospectus to be supplemented by any prospectus supplement as may be required, and as so supplemented to be filed pursuant to Rule 424; and otherwise comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order be necessary to facilitate the disposition of all Registrable Securities owned covered by such Holdersregistration statement during the applicable period in accordance with the intended method or methods of disposition by the selling Holders thereof set forth in such registration statement or such prospectus or prospectus supplement. (diii) Use notify the Holders and the managing underwriters, if any, of the applicable offering (providing, if requested by any such Persons, confirmation in writing) as soon as practicable after becoming aware of: (A) the filing of any prospectus or prospectus supplement or the filing or effectiveness (or anticipated date of effectiveness) of such registration statement or any post-effective amendment thereto; (B) any request by the Commission for amendments or supplements to such registration statement or the related prospectus or for additional information; (C) the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose; (D) the receipt by the Company of any notification with respect to the suspension of the qualification or registration (or exemption therefrom) of any Registrable Securities for sale in any jurisdiction in the United States or the initiation or threatening of any proceeding for such purposes; or (E) the happening of any event that makes any statement made in such registration statement or in any related prospectus, prospectus supplement, amendment or document incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement or in any such prospectus, supplement, amendment or other such document so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus in the light of the circumstances under which they were made) not misleading; (iv) make every reasonable effort to obtain the withdrawal of any order or other action suspending the effectiveness of any such registration statement or suspending the qualification or registration (or exemption therefrom) of the Registrable Securities for sale in any jurisdiction; (v) if reasonably requested by the managing underwriters, if any, of the applicable offering, or by the Majority Registered Holders, as soon as practicable incorporate in a prospectus supplement or post-effective amendment such information as such underwriters or the Majority Registered Holders, as the case may be, agree should be included therein relating to the sale and offering of the applicable Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold to any underwriters, the purchase price being paid therefor by any such underwriters and any other terms of the offering of the Registrable Securities; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable following receipt of notice of the matters to be incorporated therein; (vi) as soon as practicable after filing such documents with the Commission, furnish to the Holders and each of the underwriters, if any, without charge, at least one manually signed or conformed copy of such registration statement and any post-effective amendment thereto, including financial statements and schedules; and as soon as practicable after the request of any Holder or underwriter, furnish to such Holder or underwriter, as the case may be, at least one copy of any document incorporated by reference in such registration statement or in any related prospectus, prospectus supplement or amendment, together with all exhibits thereto (including those previously furnished or incorporated by reference); (vii) deliver to the Holders and to each of the underwriters, if any, without charge, as many copies of the prospectus or prospectuses (including each preliminary prospectus) and any amendment or supplement thereto as such Persons may reasonably request; subject to SECTION 6(B)(I) hereof, the Company consents to the use of any such prospectus or any amendment or supplement thereto by the Holders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by any such prospectus or any amendment or supplement thereto; (viii) use its best efforts to register and or qualify the securities covered by such registration statement under such other securities or Blue Sky blue sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be be, required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.jurisdiction or to subject itself to taxation in any such jurisdiction or to consent to any material condition which is not reasonable in the judgment of the Board of Directors of the Company; (eix) In cooperate with Holders participating in such registration and the event underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold; and enable such Registrable Securities to be in such denominations and registered in such names as the underwriters, if any, may request as provided in the underwriting agreement; (x) as soon as practicable after the occurrence of any underwritten public offeringevent described in SECTION 6(A)(III)(E) hereof, prepare a supplement or post-effective amendment to such registration statement or to the related prospectus or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; if any event described in SECTION 6(A)(III)(B) hereof occurs, use its best efforts to cooperate with the Commission to prepare, as soon as practicable, any amendment or supplement to such registration statement or such related prospectus and any other additional information, or to take other action that may have been requested by the Commission; (xi) use its best efforts to cause all Common Stock constituting Registrable Securities covered by such registration statement to be listed on each securities exchange (or quotation system operated by a national securities association) on which the Common Stock of the Company is then listed (or included), if so requested by the Majority Registered Holders or the underwriters, if any, and enter into and perform its obligations under an underwriting agreementcustomary agreements including, if necessary, a listing application in usual and customary form, and provide a transfer agent for such Registrable Securities no later than the effective date of such registration statement; use its best efforts to cause any other Registrable Securities covered by such registration statement to be listed (or included) on each securities exchange (or quotation system operated by a national securities association) on which securities of the same class and series, if any, are then listed (or included) (or on any exchange or quotation system on which any Person other than a Holder shall have the right to have securities of the same class and series, if any, listed or included), if so requested by the Majority Registered Holders or the underwriters, if any, and enter into customary agreements including, if necessary, a listing application in customary form, and, if necessary, provide a transfer agent for such securities no later than the effective date of such registration statement; (xii) provide a CUSIP number for the Registrable Securities no later than the effective date of such registration statement; (xiii) enter into customary agreements (including, in the case of an underwritten offering, an underwriting agreement in customary form with the managing underwriter underwriters with respect to issuers of similar market capitalization and reporting and financial histories) and take all such other reasonable actions in connection therewith in order to expedite or facilitate the disposition of the Registrable Securities included in such registration statement and, in the case of an underwritten offering: (A) make representations and warranties to each of the underwriters, in such form, substance and scope as are customarily made to the managing underwriters by issuers of similar market capitalization and reporting and financial histories and confirm the same to the extent customary if and when requested; (B) obtain opinions of counsel to the Company and updates thereof addressed to each Holder of Registrable Securities participating in such offering and to each of the underwriters, such opinions and updates to be in customary form and covering the matters customarily covered in opinions obtained in underwritten offerings by the managing underwriters for issuers of similar market capitalization and reporting and financial histories; (C) obtain "comfort" letters and updates thereof from the Company's independent certified public accountants addressed to each Holder of Registrable Securities participating in such offering and to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in "comfort" letters to the managing underwriters in connection with underwritten offerings by them for issuers of similar market capitalization and reporting and financial histories; (D) provide, in the underwriting agreement to be entered into in connection with such offering., indemnification in such form, substance and scope as are customarily provided by issuers of similar market capitalizations and reporting and financial histories; and (E) deliver such customary documents and certificates as may be reasonably requested by the Majority Registered Holders and the managing underwriters to evidence compliance with clause (A) of this paragraph (xiv) and with any customary conditions contained in the underwriting agreement entered into by the Company in connection with such offering; (fxiv) Notify in writing the case of any non-underwritten offering: (A) obtain an opinion of counsel to the Company at the time of the sale of Registrable Securities covered by such registration statement) addressed to each Holder of any Registrable Securities covered by such registration statement, covering matters that are no more extensive in scope than would be customarily covered in opinions obtained in underwritten offerings by issuers with similar market capitalization and reporting and financial histories; (B) obtain a "comfort" letter from the Company's independent certified public accountants at the time of sale of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under and, upon the Securities Act request of the happening of any event as a result of which the prospectus included Majority Registered Holders, updates thereof, in such registration statement, as then in effect, includes an untrue statement of a material fact or omits each case addressed to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Notify in writing each Holder of Registrable Securities participating in such offering and covering matters that are no more extensive in scope than would be customarily covered by such registration statement, (a) when such registration statement or the prospectus included therein or any amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (b) of any comments made to the Company or its counsel by the SEC with respect thereto or any request made to the Company or its counsel by the SEC for amendments or supplements to such registration statement or prospectus or for additional information (and furnish counsel for the selling Holder(s) copies of such comment in "comfort" letters and requests), (c) of the issuance updates obtained in underwritten offerings by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (d) of the receipt by the Company of any notification issuers with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (h) Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date similar market capitalization and notify each Holder of Registrable Securities covered by such registration statement of the withdrawal of any such order. (i) Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form reporting and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (j) Make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such registration statement, an earning statement (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the Company's option, Rule 158 thereunder).financial histories; and

Company Procedures. (i) Whenever required under this Agreement requires, or the holders of Registrable Securities have requested (as permitted hereunder), that any Registrable Securities be registered pursuant to this Agreement, the Company will use all reasonable efforts to effect the registration and the sale of any such Registrable SecuritiesSecurities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shallwill, as expeditiously as reasonably possible: (aA) Prepare prepare and file with the SEC Securities and Exchange Commission a registration statement Registration Statement with respect to such Registrable Securities and use its best all reasonable efforts to cause such registration statement to become effectiveeffective as soon as practicable thereafter (provided that before filing a registration statement or Prospectus or any amendments or supplements thereto, andthe Company will furnish, upon at least five Business Days prior to such filing, to the request of counsel selected by the Holders holders of a majority of the Registrable Securities registered thereunder, keep offered by such registration statement effective for a period statement, copies of up all such documents proposed to ninety (90) days or any lesser period be filed which documents will be subject to the review of time in the event the distribution described in such registration statement has been fully completed; provided, however, that the Company counsel and which review shall not be obligated to keep such registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement (other completed no later than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or two Business Days prior to the date that six (6) months after the effective date of, such registration statement. Any such period during which the Company is excused by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Period."proposed filing date); (bB) Prepare prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection with such registration statement therewith (the "Prospectus") as may be necessary to keep such Registration Statement effective for a period of not less than ninety (90) days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.Registration Statement during such period; (cC) Furnish to the Holders furnish each seller of Registrable Securities such numbers number of copies of a prospectussuch Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including a each preliminary prospectus, in conformity with the requirements of the Act, Prospectus) and such other documents as they such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders.seller; (dD) Use its best use all reasonable efforts to register and qualify such Registrable Securities under the securities covered by such registration statement under such other securities or Blue Sky blue sky laws of such jurisdictions states and the District of Columbia as shall any seller of Registrable Securities reasonably requests and do any and all other acts and things which may be reasonably requested necessary or advisable to enable such seller to consummate the disposition in such states and the District of Columbia of the Registrable Securities owned by the Holders, (such seller provided that the Company shall will not be required in connection therewith or as a condition thereto to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or to file a general (iii) consent to general service of process in any such states or jurisdictions.jurisdiction); (eE) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter notify each seller of such offering. (f) Notify in writing each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening happening, of any event of which the Company becomes aware, as a result of which the prospectus included in such registration statement, as then in effect, includes Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, as promptly as is practicable, the Company will prepare a supplement or amendment to such Prospectus 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 any fact necessary to make the statements therein not misleading; (F) notify each seller of any securities covered by such Registration Statement (A) when such Registration Statement, or any post-effective amendment to such Registration Statement, shall have become effective, or any amendment of or supplement to the Prospectus used in connection therewith shall have been filed, (B) of any request by the Securities and Exchange Commission to amend such Registration Statement or to amend or supplement such Prospectus or for additional information, (C) of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of such Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, and (D) of the suspension of the qualification of such securities for offering or sale in any jurisdiction, or of the institution of any proceedings for any of such purposes; (E) of the happening of any event that makes any statement made in such Registration Statement, any then effective Prospectus or any other document incorporated therein by reference untrue or that requires the making of any changes in such Registration Statement, Prospectus or any document incorporated therein by reference in order that such documents not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light misleading, and (F) of the circumstances then existing. (g) Notify in writing each Holder of Registrable Securities covered by such registration statement, (a) when such registration statement or the prospectus included therein or any amendment or supplement or Company's determination that a further post-effective amendment has been filed, and, with respect to such registration Registration Statement would be appropriate; (G) use reasonable efforts to cause all such Registrable Securities to be listed on the NASD automated quotation system; (H) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement or any post-covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective amendmentdate of the Registration Statement, when which earnings statement shall satisfy the same has become effective, (b) provisions of any comments made to the Company or its counsel by the SEC with respect thereto or any request made to the Company or its counsel by the SEC for amendments or supplements to such registration statement or prospectus or for additional information (and furnish counsel for the selling Holder(s) copies of such comment letters and requests), (cSection 11(a) of the Securities Act and Rule 158 thereunder; and (I) in the event of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement a Registration Statement, or the initiation or threatening of any proceedings for that purpose, (d) of order suspending or preventing the receipt by the Company use of any notification with respect to the suspension of related Prospectus or suspending the qualification of the Registrable Securities any common stock included in such Registration Statement for sale in any jurisdiction or jurisdiction, the initiation or threatening of any proceeding for such purpose. (h) Use its Company will use all reasonable best efforts promptly to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date and notify each Holder of Registrable Securities covered by such registration statement of the withdrawal of any such order. (i) Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (j) Make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such registration statement, an earning statement (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the Company's option, Rule 158 thereunder).

Company Procedures. Whenever the Company is required under by this Agreement to effect the registration of any Registrable SecuritiesSecurities under the Securities Act pursuant to a registration statement, the Company shall use its best efforts to effect each such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall, as expeditiously soon as reasonably possiblepracticable: (ai) Prepare prepare and file with the SEC a Commission (and shall use its best efforts to file the same no later than 45 days after the request for registration made in accordance with the Agreement) the requisite registration statement with respect to effect such Registrable Securities registration and thereafter use its best efforts to cause such registration statement to become effectivebe declared effective as soon as practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities Act, andprovided that as soon as practicable but in no event later than three Business Days before filing such registration statement, upon any related prospectus or any amendment or supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents filed with the request Commission subsequent to the filing of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for or a period of up to ninety (90) days or any lesser period of time in the event the distribution described in such registration statement has been fully completedfiled pursuant to Rule 462), the Company shall deliver to the Holders, the Holders' Counsel and the underwriters, if any, copies of all such documents proposed to be filed, which documents shall be subject to the review of such Holders, the Holders' Counsel and underwriters; provided, however, that the Company shall not be obligated file any registration statement or amendment thereto or any prospectus or any supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents filed with the Commission subsequent to keep the filing of such registration statement) to which the managing underwriters of the applicable offering, if any, or the Majority Registered Holders shall have reasonably objected in writing within two Business Days after receipt of such documents to the effect that such registration statement effective or amendment thereto or prospectus or supplement thereto does not comply in all material respects with the requirements of the Securities Act (provided that the foregoing shall not limit the right of any Holder whose Registrable Securities are covered by a registration statement to reasonably object, within two Business Days after receipt of such documents, to any particular information that is to be contained in such registration statement, amendment, prospectus or supplement and relates specifically to such Holder, including, without limitation, any information describing the manner in which such Holder acquired such Registrable Securities and the intended method or methods of distribution of such Registrable Securities), and if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement (other than from a Holder) or pursuant is unable to Section 2 of the 1997 Rights Agreement on or prior file any such document due to the date that six (6) months after the effective date ofobjections of such underwriters or such Holders, such registration statement. Any such period during which the Company shall use its best efforts to cooperate with such underwriters and Holders to prepare, as soon as practicable, a document that is excused by operation responsive in all material respects to the reasonable objections of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Period."such underwriters and Holders; (bii) Prepare prepare and file with the SEC Commission such amendments and supplements post-effective amendments to such registration statement and the prospectus used in connection with such registration statement as may be necessary to keep such registration statement continuously effective and current for the period required by this Agreement to the extent permitted under the Securities Act; and cause each related prospectus to be supplemented by any prospectus supplement as may be required, and as so supplemented to be filed pursuant to Rule 424; and otherwise comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order be necessary to facilitate the disposition of Registrable Securities owned by such Holders. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (f) Notify in writing each Holder of all Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under during the Securities Act applicable period in accordance with the intended method or methods of disposition by the happening of any event as a result of which the prospectus included selling Holders thereof set forth in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Notify in writing each Holder of Registrable Securities covered by such registration statement, (a) when such registration statement or such prospectus or prospectus supplement; (iii) notify the Holders and the managing underwriters, if any, of the applicable offering (providing, if requested by any such Persons, confirmation in writing) as soon as practicable after becoming aware of: (A) the filing of any prospectus included therein or any amendment or prospectus supplement or post-effective amendment has been filed, and, with respect to the filing or effectiveness (or anticipated date of effectiveness) of such registration statement or any post-effective amendment, when the same has become effective, amendment thereto; (bB) of any comments made to the Company or its counsel request by the SEC with respect thereto or any request made to the Company or its counsel by the SEC Commission for amendments or supplements to such registration statement or the related prospectus or for additional information information; (and furnish counsel for the selling Holder(sC) copies of such comment letters and requests), (c) of the issuance by the SEC Commission of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, ; (dD) of the receipt by the Company of any notification with respect to the suspension of the qualification or registration (or exemption therefrom) of the any Registrable Securities for sale in any jurisdiction in the United States or the initiation or threatening of any proceeding for such purpose.purposes; or (E) the happening of any event that makes any statement made in such registration statement or in any related prospectus, prospectus supplement, amendment or document incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement or in any such prospectus, supplement, amendment or other such document so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus in the light of the circumstances under which they were made) not misleading; (hiv) Use its make every reasonable best efforts effort to obtain at the earliest possible moment the withdrawal of any order or other action suspending the effectiveness of any such registration statement or suspending the qualification or registration (or exemption therefrom) of the Registrable Securities for sale in any jurisdiction; (v) if reasonably requested by the managing underwriters, if any, of the applicable offering, or by the Majority Sellers, as soon as practicable incorporate in a prospectus supplement or post-effective amendment such information as such underwriters or the Majority Sellers, as the case may be, agree should be included therein relating to the sale and offering of the applicable Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold to any underwriters, the purchase price being paid therefor by any such underwriters and any other terms of the offering of the Registrable Securities; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable following receipt of notice of the matters to be incorporated therein; (vi) as soon as practicable after filing such documents with the Commission, furnish to the Holders, the Holders' Counsel and each of the underwriters, if any, without charge, at least one manually signed or conformed copy of such registration statement and any post-effective amendment thereto, including financial statements and schedules; and as soon as practicable after the request of any Holder, the Holders' Counsel or underwriter, furnish to such Holder, the Holders' Counsel or underwriter, as the case may be, at least one copy of any document incorporated by reference in such registration statement or in any related prospectus, prospectus supplement or amendment, together with all exhibits thereto (including those previously furnished or incorporated by reference); (vii) deliver to the Holders, the Holders' Counsel and to each of the underwriters, if any, without charge, as many copies of the prospectus or prospectuses (including each preliminary prospectus) and any amendment or supplement thereto as such Persons may reasonably request; subject to Section 6(b)(i) hereof, the Company consents to the use of any such prospectus or any amendment or supplement thereto by the Holders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by any such prospectus or any amendment or supplement thereto; (viii) prior to any public offering of Registrable Securities, register or qualify (or obtain an exemption therefrom), or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption therefrom) of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions in the United States as the Holders or the underwriters, if any, shall reasonably request in writing; keep each such registration or qualification (or exemption therefrom) effective during the period during which such registration statement is required to be kept effective pursuant to this Agreement; and do any and all other acts and things reasonably necessary or advisable to facilitate the disposition in such jurisdictions of the Registrable Securities covered by such registration statement; provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not be required to qualify but for this Section 6(a)(viii); (ix) cooperate with Holders participating in such registration and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold; and enable such Registrable Securities to be in such denominations and registered in such names as the underwriters, if any, may request at least two Business Days prior to any sale of Registrable Securities to the earliest practicable date and notify each Holder of underwriters; (x) use its best efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities in the United States as may be reasonably necessary to enable the Holders or the underwriters, if any, to consummate the disposition of such Registrable Securities; (xi) as soon as practicable after the occurrence of any event described in Section 6(a)(iii)(E) hereof, prepare a supplement or post-effective amendment to such registration statement or to the related prospectus or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the withdrawal Registrable Securities being sold thereunder, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; if any event described in Section 6(a)(iii)(B) hereof occurs, use its best efforts to cooperate with the Commission to prepare, as soon as practicable, any amendment or supplement to such order.registration statement or such related prospectus and any other additional information, or to take other action that may have been requested by the Commission; (ixii) Furnish, at use its best efforts to cause the request of any Holder requesting registration of Registrable Securities pursuant covered by such registration statement to this Agreement, be listed on each securities exchange (or quotation system operated by a national securities association) on which the date that such equity securities of the Company of the same type and class as the Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreementthen listed (or included), if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on so requested by the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to Majority Registered Holders or the underwriters, if any, and to the Holders requesting registration of enter into customary agreements including, if necessary, a listing application and indemnification agreement in customary form, and provide a transfer agent for such Registrable Securities and no later than the effective date of such registration statement; use its best efforts to cause any other Registrable Securities covered by such registration statement to be listed (iior included) on each securities exchange (or quotation system operated by a letter dated such date, from the independent certified public accountants national securities association) on which securities of the Companysame class and series, in form if any, are then listed (or included) (or on any exchange or quotation system on which any Person other than a Holder shall have the right to have securities of the same class and substance as is customarily given series, if any, listed or included), if so requested by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Majority Registered Holders or the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (j) Make generally available to its securityholders as soon as practicable but enter into customary agreements including, if necessary, a listing application and indemnification agreement in any event not customary form, and, if necessary, provide a transfer agent for such securities no later than eighteen months after the effective date of such registration statement, an earning statement ; (which need not be auditedxiii) complying with Section 11(a) of the Securities Act enter into customary agreements (including, at in the case of an underwritten offering, an underwriting agreement in customary form for the managing underwriters with respect to issuers of similar market capitalization and reporting and financial histories) and take all such other reasonable actions in connection therewith in order to expedite or facilitate the disposition of the Registrable Securities included in such registration statement and, in the case of an underwritten offering: (A) make representations and warranties to each Holder of Registrable Securities participating in such offering and to each of the underwriters, in such form, substance and scope as are customarily made to the managing underwriter or underwriters by issuers of similar market capitalization and reporting and financial histories and confirm the same to the extent customary if and when requested; (B) obtain opinions of counsel to the Company and updates thereof addressed to each Holder of Registrable Securities participating in such offering and to each of the underwriters, such opinions and updates to be in customary form and covering the matters customarily covered in opinions obtained in underwritten offerings by the managing underwriter or underwriters for issuers of similar market capitalization and reporting and financial histories; (C) obtain "comfort" letters and updates thereof from the Company's optionindependent certified public accountants addressed to each Holder of Registrable Securities participating in such offering and to each of the underwriters, Rule 158 thereunder).such letters to be in customary form and covering matters of the type customarily covered in "comfort" letters to the managing underwriter or underwriters in connection with underwritten offerings by them for issuers of similar market capitalization and reporting and financial histories; (D) provide, in the underwriting agreement to be entered into in connection with such offering, indemnification provisions and procedures no less favorable than those set forth in Section 8 hereof with respect to all parties to be indemnified pursuant to such Section 8; and (E) deliver such customary documents and certificates as may be reasonably requested by the Majority Sellers and the managing underwriter or underwriters to evidence compliance with this paragraph (xiii) and with any customary conditions contained in the underwriting agreement entered into by the Company in connection with such offering; (xiv) in the case of any non-underwritten offering: (A) obtain an opinion of counsel to the Company at the time of effectiveness of such registration statement covering such offering and an update thereof at the time of effectiveness of any post-effective amendment to such registration statement (other than by reason of incorporation by reference of documents filed with the Commission) addressed to each Holder of any Registrable Securities covered by such registration statement, covering matters that are no more extensive in scope than would be customarily covered in opinions obtained in underwritten offerings by issuers with similar market capitalization and reporting and financial histories; (B) obtain a "comfort" letter from the Company's independent certified public accountants at the time of effectiveness of such registration statement and, upon the request of the Majority Sellers, updates thereof, in each case addressed to each Holder of Registrable Securities participating in such offering and covering matters that are no more extensive in scope than would be customarily covered in "comfort" letters and updates obtained in underwritten offerings by issuers with similar market capitalization and reporting and financial histories; and

Company Procedures. Whenever required under this Agreement In connection with the Company's registration ------------------ undertakings pursuant to effect the registration of any Registrable SecuritiesSections 2 and 3 and, except as otherwise provided herein, the Company shallshall comply with each of the following: (i) use all commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for the period of time provided in Section 2, as expeditiously as reasonably possible: to permit the sale of Registrable Securities pursuant to the Shelf Registration Statement in accordance with the intended method or methods of distribution thereof specified in the Shelf Registration Statement or in the related prospectus(es) (athe "Shelf Prospectus"); (ii) Prepare in connection with each Piggyback Registration, prepare and file with the SEC a registration statement Registration Statement with respect to such Registrable Securities thereto (each, a "Piggyback Registration Statement") and use its best all commercially reasonable efforts to cause such registration statement Piggyback Registration Statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to ninety ; (90iii) days or any lesser period of time in the event the distribution described in such registration statement has been fully completed; provided, however, that the Company shall not be obligated to keep such registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement (other than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or prior to the date that six (6) months after the effective date of, such registration statement. Any such period during which the Company is excused by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Period." (b) Prepare prepare and file with the SEC such amendments and supplements to such registration statement each Piggyback Registration Statement and the prospectus Prospectus used in connection with such registration statement therewith (each, a "Piggyback Prospectus") as may be necessary to keep such Piggyback Registration Statement effective for a period of not less than one hundred twenty (120) days after its original effective date; (iv) comply with the such provisions of the Securities Act with respect as may be necessary to facilitate the offer, sale or disposition of all securities covered by such registration statement. (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by such Holders. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (f) Notify in writing each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under each Registration Statement during the applicable period in accordance with the Securities Act and the intended method or methods of the happening of any event as a result of which the prospectus included offer, sale or disposition thereof set forth in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Notify in writing each Holder of Registrable Securities covered by such registration statement, (a) when such registration statement Registration Statement or the prospectus included therein Prospectus or any amendment or supplement thereto; (v) notify the Warrant Holders, promptly (A) when each Registration Statement, Prospectus, amendment or supplement thereto or further post-effective amendment has been filed, and, with respect to such registration statement Registration Statement or any further post-effective amendment, amendment when the same it has become effective, (bB) of any comments made to the Company or its counsel by the SEC with respect thereto or any request made to the Company or its counsel by the SEC for amendments or supplements to such registration statement any Registration Statement or prospectus Prospectus or for additional information (and furnish counsel for the selling Holder(s) copies of such comment letters and requests)information, (cC) of the issuance by the SEC of any comments with respect to any filing (and copies thereof) and of any stop order suspending the effectiveness of such registration statement any Registration Statement or the initiation or threatening of any proceedings for that purpose, (dD) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. , (hE) Use its reasonable best efforts to obtain of the withdrawal happening of any order suspending the effectiveness of such registration event that makes any statement made in any then effective Registration Statement, any then effective Prospectus or any other document incorporated therein by reference untrue or that requires the making of any changes in such Registration Statement, Prospectus or any document incorporated therein by reference in order that such documents not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (F) of the Company's determination that a further post-effective amendment to any then effective Registration Statement would be appropriate; (vi) furnish to each Warrant Holder, without charge, as many conformed copies as may reasonably be requested by such Warrant Holder, of each Registration Statement, preliminary prospectus, Prospectus and each amendment or supplement thereto at and any further post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (vii) deliver to each Warrant Holder, without charge, as many copies of the earliest practicable date then effective Prospectus covering such Registrable Securities and notify each any amendments or supplements thereto as such Warrant Holder may reasonably request; (viii) register, qualify, obtain an exemption therefrom, or cooperate with the Warrant Holders and their respective counsel in connection with the registration or qualification or exemption therefrom of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be reasonably requested in writing by the Warrant Holders and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by such registration statement of the withdrawal of then-effective Registration Statement; provided, however, that the Company shall not be required to (w) qualify as a foreign corporation or generally to transact business in any such order. jurisdiction where it is not then so qualified, (ix) Furnishqualify as a dealer (or other similar entity) in securities, at the request of any Holder requesting registration of Registrable Securities pursuant (y) otherwise subject itself to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale taxation in connection with a registration pursuant such activities, or (z) take any action which would subject it to this Agreement, if such securities are being sold through underwriters, or, if such securities are general service of process in any jurisdiction where it is not being sold through underwriters, on then so subject; (ix) upon the date that the registration statement occurrence of any event contemplated by clauses (E) or (F) of paragraph (v) above with respect to any Registration Statement, promptly prepare and file, if necessary, a further post-effective amendment to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed Registration Statement or a supplement to the underwriters, if any, related Prospectus or any document incorporated therein by reference or file any other required document so that such Registration Statement and the related Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (j) Make generally available to its securityholders as soon as practicable but in any event statements therein not later than eighteen months after the effective date of such registration statement, an earning statement (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the Company's option, Rule 158 thereunder).misleading;

Company Procedures. Whenever required under this Agreement to effect In connection with the registration of any Registrable SecuritiesRegistration Statement, the Company shall, as expeditiously as reasonably possible: (a) Prepare Use commercially reasonable efforts to effect such registration to permit the sale of the Registrable Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4 hereof, within the time periods and otherwise in accordance with the provisions of this Agreement, and pursuant thereto the Company will prepare and file with the SEC the Registration Statement under the Securities Act. The Company shall not include in the Registration Statement any securities other than the Registrable Securities. (b) Notwithstanding the foregoing, upon the occurrence of any event that would cause the Registration Statement or the prospectus included therein (the "Prospectus") (i) to contain an untrue statement of a registration statement with respect material fact or omit to such state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for resale of Registrable Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to the Registration Statement (and appropriate supplement to the Prospectus) curing such defect, and, if SEC review is required, use its best commercially reasonable efforts to cause such registration statement amendment to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement be declared effective for a period of up to ninety (90) days or any lesser period of time in the event the distribution described in such registration statement has been fully completed; provided, however, that the Company shall not be obligated to keep such registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement (other than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or prior to the date that six (6) months after the effective date of, such registration statement. Any such period during which the Company is excused by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Periodsoon as practicable." (bc) Prepare and file with the SEC such amendments and supplements post-effective amendments to the Registration Statement and take all such registration statement and the prospectus used in connection with such registration statement other actions as may be necessary to keep the Registration Statement continuously effective for the period specified in Section 2(b) of this Agreement, cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statementthe Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the Holder (as indicated in the information furnished to the Company pursuant to Section 4 hereof). (cd) Advise the Holder promptly and, if requested by such Persons, confirm such advice in writing, (i) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has been declared effective by the SEC, (ii) of any request by the SEC for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (iv) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or blue sky laws, the Company shall use commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (e) Subject to Section 3(b) of this Agreement, if any fact or event contemplated by Section 3(d)(iv) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Registrable Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) Furnish to the Holders Holder such numbers reasonable number of copies of a prospectusthe Registration Statement, including a preliminary prospectusProspectus, in conformity with the requirements of the Act, final Prospectus and such other documents as they such Persons may reasonably request in order to facilitate the disposition public offering of the Registrable Securities owned by such HoldersSecurities. (dg) Use its best efforts to register and qualify the securities Registrable Securities covered by such registration statement the Registration Statement under such other the securities or Blue Sky laws of such jurisdictions as shall be reasonably requested appropriate for the distribution of the Registrable Securities covered by the Holders, Registration Statement; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (f) Notify in writing each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Notify in writing each Holder of Registrable Securities covered by such registration statement, (a) when such registration statement or the prospectus included therein or any amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (b) of any comments made to the Company or its counsel by the SEC with respect thereto or any request made to the Company or its counsel by the SEC for amendments or supplements to such registration statement or prospectus or for additional information (and furnish counsel for the selling Holder(s) copies of such comment letters and requests), (c) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (d) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposejurisdiction. (h) Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date and notify each Holder of Cause all Registrable Securities covered by such registration statement of registered pursuant to the withdrawal of any such orderRegistration Statement to be (i) listed on each securities exchange on which the Company Common Stock is then listed or (ii) authorized for quotation on the NASDAQ National Market System if the Company Common Stock is then so authorized for quotation. (i) Furnish, at the request of any Holder requesting registration of Provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement, on the date that Registration Statement and a CUSIP number for all such Registrable Securities are delivered to the underwriters for sale Securities, in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are each case not being sold through underwriters, on later than the date that the registration statement with respect to such securities becomes SEC has declared the Registration Statement effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (j) Make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such registration statement, an earning statement (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the Company's option, Rule 158 thereunder).

Company Procedures. Whenever required under this Agreement to effect In connection with the registration of any Registrable SecuritiesRegistration Statement, the ------------------ Company shall, as expeditiously as reasonably possible: (a) Prepare Use commercially reasonable efforts to effect such registration to permit the sale of the Registrable Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4 hereof), within the time periods and otherwise in accordance with the provisions of this Agreement and the Securities Act and the rules and regulations of the SEC thereunder, and pursuant thereto the Company will prepare and file with the SEC the Registration Statement under the Securities Act. The Company shall not include in the Registration Statement any securities other than the Registrable Securities. (b) Notwithstanding the foregoing, upon the occurrence of any event that would cause the Registration Statement or the prospectus included therein (the "Prospectus") (i) to contain an untrue statement of a registration statement with respect material fact or omit to such state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) not to be effective and usable for resale of Registrable Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to the Registration Statement (and appropriate supplement to the Prospectus) curing such defect, and, if SEC review is required, use its best commercially reasonable efforts to cause such registration statement amendment to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement be declared effective for a period of up to ninety (90) days or any lesser period of time in the event the distribution described in such registration statement has been fully completed; provided, however, that the Company shall not be obligated to keep such registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement (other than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or prior to the date that six (6) months after the effective date of, such registration statement. Any such period during which the Company is excused by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Periodsoon as practicable." (bc) Prepare and file with the SEC such amendments and supplements post-effective amendments to the Registration Statement and take all such registration statement and the prospectus used in connection with such registration statement other actions as may be necessary to keep the Registration Statement continuously effective for the period specified in Section 2(b) of this Agreement, cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statementthe Registration Statement during the applicable period in accordance with the intended method or methods of distribution by each Holder (as indicated in the information furnished to the Company pursuant to Section 4 hereof). (cd) Advise each Holder promptly and, if requested by such Persons, confirm such advice in writing, (i) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has been declared effective by the SEC, (ii) of any request by the SEC for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (iv) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement in order that it will include the information required to be included therein or to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or blue sky laws, the Company shall use commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (e) Subject to Section 3(b) of this Agreement, if any fact or event contemplated by Section 3(d)(iv) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Registrable Securities, the Registration Statement will contain the information required to be included therein, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) Furnish to the Holders each Holder such numbers reasonable number of copies of a prospectusthe Registration Statement, including a preliminary prospectusProspectus, in conformity with the requirements of the Act, final Prospectus and such other documents as they such Persons may reasonably request in order to facilitate the disposition public offering of the Registrable Securities owned by such HoldersSecurities. (dg) Use its best commercially reasonable efforts to register and qualify the securities Registrable Securities covered by such registration statement the Registration Statement under such other the securities or Blue Sky laws of such jurisdictions as shall be reasonably requested appropriate for the distribution of the Registrable Securities covered by the Holders, Registration Statement; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (f) Notify in writing each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Notify in writing each Holder of Registrable Securities covered by such registration statement, (a) when such registration statement or the prospectus included therein or any amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (b) of any comments made to the Company or its counsel by the SEC with respect thereto or any request made to the Company or its counsel by the SEC for amendments or supplements to such registration statement or prospectus or for additional information (and furnish counsel for the selling Holder(s) copies of such comment letters and requests), (c) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (d) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposejurisdiction. (h) Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date and notify each Holder of Cause all Registrable Securities covered by such registration statement registered pursuant to the Registration Statement to be (i) listed on each securities exchange on which the Company Common Stock is then listed or (ii) authorized for quotation on the NASDAQ National Market System if the Company Common Stock is then so authorized for quotation, in each case as of the withdrawal effective date of any such orderthe Registration Statement. (i) Furnish, at the request of any Holder requesting registration of Provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement, on the date that Registration Statement and a CUSIP number for all such Registrable Securities are delivered to the underwriters for sale Securities, in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are each case not being sold through underwriters, on later than the date that the registration statement with respect to such securities becomes SEC has declared the Registration Statement effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (j) Make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such registration statement, an earning statement (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the Company's option, Rule 158 thereunder).

Company Procedures. Whenever the Company is required under by this Agreement to effect the registration of any Registrable SecuritiesSecurities under the Securities Act pursuant to a registration statement, the Company shall use its best efforts to effect each such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall, as expeditiously soon as reasonably possiblepracticable: (ai) Prepare prepare and file with the SEC a Commission the requisite registration statement with respect to effect such Registrable Securities registration and thereafter use its best efforts to cause such registration statement to become effectivebe declared effective as soon as practicable and to remain continuously effective for the time period required by this Agreement to the extent permitted under the Securities Act, andprovided that as soon as practicable but in no event later than three Business Days before filing such registration statement, upon any related prospectus or any amendment or supplement thereto, other than any amendment or supplement made solely as a result of incorporation by reference of documents filed with the request Commission subsequent to the filing of such registration statement, the Company shall furnish to the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to ninety (90) days or any lesser period of time in the event the distribution described in such registration statement has been fully completed; provided, however, that the Company shall not be obligated to keep such registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement (other than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or prior to the date that six (6) months after the effective date of, such registration statement. Any such period during which the Company is excused covered by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Period." (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the underwriters, if any, copies of all such documents proposed to be filed, which documents shall be subject to the review of such Holders and underwriters; the Company shall not file any registration statement or amendment thereto or any prospectus used or any supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents filed with the Commission subsequent to the filing of such registration statement) to which the managing underwriters of the applicable offering, if any, or the Majority Registered Holders shall have reasonably objected in connection writing, within two Business Days after receipt of such documents, to the effect that such registration statement or amendment thereto or prospectus or supplement thereto does not comply in all material respects with the requirements of the Securities Act and specifying in reasonable detail the reasons therefor (provided that the foregoing shall not limit the right of any Holder whose Registrable Securities are covered by a registration statement to reasonably object, within two Business Days after receipt of such documents, to any particular information that is to be contained in such registration statement, amendment, prospectus or supplement and relates specifically to such Holder, including without limitation any information describing the manner in which such Holder acquired such Registrable Securities and the intended method of distribution of such Registrable Securities), and if the Company is unable to file any such document due to the objections of such underwriters or such Holders, the Company shall use its best efforts to cooperate with such underwriters and Holders to prepare, as soon as practicable, a document that is responsive in all material respects to the reasonable objections of such underwriters and Holders; (ii) prepare and file with the Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement continuously effective and current for the period required by this Agreement to the extent permitted under the Securities Act; cause each related prospectus to be supplemented by any prospectus supplement as may be required, and as so supplemented to be filed pursuant to Rule 424, if required; and otherwise use its best efforts to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order be necessary to facilitate the disposition of Registrable Securities owned by such Holders. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (f) Notify in writing each Holder of all Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under during the Securities Act applicable period and in accordance with the intended method of disposition by the happening of any event as a result of which the prospectus included selling Holders thereof set forth in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Notify in writing each Holder of Registrable Securities covered by such registration statement, (a) when such registration statement or such prospectus or prospectus supplement; (iii) notify the Holders and the managing underwriters, if any, of the applicable offering (providing, if requested by any such Persons, confirmation in writing) as soon as practicable after becoming aware of: (A) the filing of any prospectus included therein or any amendment or prospectus supplement or post-effective amendment has been filed, and, with respect to the filing or effectiveness (or anticipated date of effectiveness) of such registration statement or any post-effective amendment, when the same has become effective, amendment thereto; (bB) of any comments made to the Company or its counsel request by the SEC with respect thereto or any request made to the Company or its counsel by the SEC Commission for amendments or supplements to such registration statement or the related prospectus or for additional information information; (and furnish counsel for the selling Holder(sC) copies of such comment letters and requests), (c) of the issuance by the SEC Commission of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, ; (dD) of the receipt by the Company of any notification with respect to the suspension of the qualification or registration (or exemption therefrom) of the any Registrable Securities for sale in any jurisdiction in the United States or the initiation or threatening of any proceeding for such purpose.purposes; or (B) the happening of any event that makes any statement made in such registration statement or in any related prospectus, prospectus supplement, amendment or document incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement or in any such prospectus, supplement, amendment or other such document so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement in the light of the circumstances under which they were made) not misleading; (hiv) Use use its reasonable best efforts to obtain at the earliest possible moment the withdrawal of any order or other action suspending the effectiveness of any such registration statement or suspending the qualification or registration (or exemption therefrom) of the Registrable Securities for sale in any jurisdiction; (v) if reasonably requested by the managing underwriters, if any, of the applicable offering, or by the Majority Registered Holders, as soon as practicable incorporate in a prospectus supplement or post-effective amendment such information as such underwriters or the Majority Registered Holders, as the case may be, agree should be included therein relating to the sale and offering of the applicable Registrable Securities, including without limitation information with respect to the number of Registrable Securities being sold to any underwriters, the purchase price being paid therefor by any such underwriters and any other terms of the offering of the Registrable Securities; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable following receipt of notice of the matters to be incorporated therein; (vi) as soon as practicable after filing such documents with the Commission, furnish to the Holders and each of the underwriters, if any, without charge, at least one manually signed or conformed copy of such registration statement and any post-effective amendment thereto, including financial statements and schedules; and as soon as practicable after the request of any Holder or underwriter, furnish to such Holder or underwriter, as the case may be, at least one copy of any document incorporated by reference in such registration statement or in any related prospectus, prospectus supplement or amendment, together with all exhibits thereto (including those previously furnished or incorporated by reference); (vii) deliver to the Holders and to each of the underwriters, if any, without charge, as many copies of the prospectus or prospectuses (including each preliminary prospectus) and any amendment or supplement thereto as such Persons may reasonably request; subject to Section 5(b)(i), the Company consents to the use of any such prospectus or any amendment or supplement thereto by the Holders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by any such prospectus or any amendment or supplement thereto; (viii) prior to any public offering of Registrable Securities, register or qualify, or obtain an exemption therefrom (with the cooperation of the Holders, the underwriters, if any, and their respective counsel in connection therewith to the extent necessary) of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions in the United States as the Holders or the underwriters, if any, shall reasonably request in writing; use its best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period during which such registration statement is required to be kept effective pursuant to this Agreement, to the extent permitted under the Securities Act; and do any and all other acts and things reasonably necessary or advisable to facilitate the disposition in such jurisdictions of the Registrable Securities covered by such registration statement; provided that the Company shall not be required to qualify to do business in any jurisdiction where it would not be required so to qualify but for this Section 5(a)(viii); (ix) cooperate with Holders participating in such registration and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold; and enable such Registrable Securities to be in such denominations and registered in such names as the underwriters, if any, may request at least two Business Days prior to any sale of Registrable Securities to the earliest practicable date and notify each Holder of underwriters; (x) use its best efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities in the United States as may be reasonably necessary to enable the Holders or the underwriters, if any, to consummate the disposition of such Registrable Securities; (xi) as soon as practicable after the withdrawal occurrence of any event described in Section 5(a)(iii)(E), prepare a supplement or post-effective amendment to such order. (i) Furnishregistration statement or to the related prospectus or any document incorporated therein by reference, at the request of or file any Holder requesting registration of Registrable Securities pursuant to this Agreementother required document so that, on the date that such Registrable Securities are as thereafter delivered to the underwriters for sale purchasers of the Registrable Securities being sold thereunder, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; if any event described in connection Section 5(a)(iii)(B) occurs, use its best efforts to cooperate with the Commission to prepare, as soon as practicable, any amendment or supplement to such registration statement or such related prospectus and any other additional information, or to take other action that may have been requested by the Commission; (xii) use its best efforts to cause all Common Stock constituting Registrable Securities covered by such registration statement to be listed on each securities exchange (or quotation system operated by a registration pursuant to this Agreementnational securities association), if such securities are being sold through underwritersany, oron which the Common Stock of the Company is then listed (or included), if such securities are not being sold through underwriters, on so requested by the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to Majority Registered Holders or the underwriters, if any, and to the Holders requesting registration of enter into customary agreements including, if necessary, a listing application and indemnification agreement in customary form, and provide a transfer agent for such Registrable Securities and no later than the effective date of such registration statement; use its best efforts to cause any other Registrable Securities covered by such registration statement to be listed (iior included) on each securities exchange (or quotation system operated by a letter dated such date, from the independent certified public accountants national securities association) on which securities of the Companysame class and series, in form if any, are then listed (or included) (or on any exchange or quotation system on which any Person other than a Holder shall have the right to have securities of the same class and substance as is customarily given series, if any, listed or included), if so requested by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Majority Registered Holders or the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (j) Make generally available to its securityholders as soon as practicable but enter into customary agreements including, if necessary, a listing application and indemnification agreement in any event not customary form, and, if necessary, provide a transfer agent for such securities no later than eighteen months after the effective date of such registration statement, an earning statement ; (which need not be auditedxiii) complying with Section 11(aprovide a CUSIP number for the Registrable Securities no later than the effective date of such registration statement; (xiv) of the Securities Act enter into customary agreements (including, at in the case of an underwritten offering, an underwriting agreement in customary form for the managing underwriters with respect to issuers of similar market capitalization and reporting and financial histories) and take all such other appropriate actions in connection therewith in order to expedite or facilitate the disposition of the Registrable Securities included in such registration statement and, in the case of an underwritten offering: (A) make representations and warranties to each Holder of Registrable Securities participating in such offering and to each of the underwriters, in such form, substance and scope as are customarily made to the managing underwriters by issuers of similar market capitalization and reporting and financial histories and confirm the same to the extent customary if and when requested; (B) obtain opinions of counsel to the Company addressed to each Holder of Registrable Securities participating in such offering and to each of the underwriters, such opinions to be in customary form and covering the matters customarily covered in opinions obtained in underwritten offerings by the managing underwriters for issuers of similar market capitalization and reporting and financial histories; (C) use its best efforts to obtain "comfort" letters from the Company's optionindependent certified public accountants addressed to each Holder of Registrable Securities participating in such offering and to each of the underwriters, Rule 158 thereunder).such letters to be in customary form and covering matters of the type customarily covered in "comfort" letters to the managing underwriters in connection with underwritten offerings by them for issuers of similar market capitalization and reporting and financial histories; (D) provide, in the underwriting agreement or agency agreement to be entered into in connection with such offering, indemnification and contribution provisions and procedures no less favorable than those set forth in Section 7 with respect to all parties to be indemnified pursuant to Section 7; and (E) deliver such customary documents and certificates as may be reasonably requested by the Majority Registered Holders and the managing underwriters to evidence compliance with clause (A) of this paragraph (xiv) and with any customary conditions contained in the underwriting agreement entered into by the Company in connection with such offering; (xv) in the case of any nonunderwritten offering: (A) obtain an opinion of counsel to the Company at the time of effectiveness of such registration statement covering such offering and an update thereof at the time of effectiveness of any post-effective amendment to such registration statement (other than by reason of incorporation by reference of documents filed with the Commission) addressed to each Holder of any Registrable Securities covered by such registration statement, covering matters that are no more extensive in scope than would be customarily covered in opinions obtained in underwritten offerings by issuers with similar market capitalization and reporting and financial histories; (B) use its best efforts to obtain a "comfort" letter from the Company's independent certified public accountants at the time of effectiveness of such registration statement and, upon the request of the Majority Registered Holders, updates thereof, in each case addressed to each Holder of Registrable Securities participating in such offering and covering