Common use of Conditions to Registration Clause in Contracts

Conditions to Registration. Each holder's right to have its Registrable Securities included in any registration statement filed by the Corporation in accordance with the provisions of this Agreement shall be subject to the following conditions: (a) The holders of Registrable Securities to be included in such registration statement shall furnish the Corporation in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations of the SEC or otherwise reasonably required by the Corporation or its counsel in order to enable them properly to prepare and file such registration statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distribution; (b) If any such holder desires to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder shall execute and deliver to the Corporation such written undertakings as the Corporation and its counsel may reasonably request in order to assure full compliance with applicable provisions of the Securities Act and the Exchange Act; (c) Such holder shall agree that as of the date that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of such Registrable Securities and will deliver or cause to be delivered a copy of such final prospectus to each Person who received a copy of any preliminary prospectus prior to sale of any of the Registrable Securities to such Persons; and (d) Upon receipt of any notice from the Corporation of the existence of any event of the nature described in Section 4.4(g), such holder will forthwith discontinue disposition of Registrable Securities until such holder receives copies of the supplemented or amended prospectus contemplated by Section 4.4(g) or until it is advised in writing by the Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Corporation, such holder will deliver to the Corporation (at the Corporation's expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Conditions to Registration. Each holderStockholder's right to have its Registrable Securities included in any registration statement Registration Statement filed by the Corporation ATC in accordance with the provisions of this Agreement Section 1 shall be subject to the following conditions: (a) The holders of on whose behalf such Registrable Securities are to be included in such registration statement shall be required to furnish the Corporation ATC in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations of the SEC Commission concerning the proposed method of sale or otherwise other disposition of such Registrable Securities, the identity of and compensation to be paid to any proposed underwriters to be employed in connection therewith, and such other information as may be reasonably required requested by the Corporation ATC or its counsel in order to enable them properly to prepare and file such registration statement Registration Statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distributionAct; (b) If any such holder desires to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder shall execute and deliver to the Corporation ATC such written undertakings as the Corporation ATC and its counsel may reasonably request in order to assure full compliance with applicable provisions of the Securities Act and the Exchange Act; (c) Such holder shall agree that as In the case of any underwritten offering on behalf of the date that a final prospectus is made available to it for distribution to prospective purchasers holders of Registrable Securities it pursuant to the provisions of Section 1(b), the managing underwriters shall cease be subject to distribute copies the approval of ATC, such approval not to be unreasonably withheld, delayed or conditioned; (d) In the case of any preliminary prospectus prepared in connection with registration requested pursuant to the offer and provisions of Section 1(a), the offering price for any Registrable Securities to be so registered shall be no less than for any securities of the same class then to be registered for sale for the account of ATC or other security holders, unless such Registrable Securities and will deliver or cause are to be delivered a copy of such final prospectus offered from time to each Person who received a copy of any preliminary prospectus prior to sale of any of time based on the Registrable Securities to such Persons; andprevailing market price; (de) Upon receipt of any notice from the Corporation ATC of the existence of any event of the nature described referred to in paragraph (iii) of Section 4.4(g1(c), such holder will forthwith discontinue disposition of Registrable Securities until such holder receives holders receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 4.4(g) such paragraph, or until it is advised in writing by the Corporation ATC that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectusProspectus, and, if so directed by the CorporationATC, such holder will deliver to the Corporation ATC (at the Corporation's its expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus Prospectus covering such Registrable Securities current at the time of receipt of such notice; and (f) In the event any filing with or consent of the FCC is required, cooperate and assist in any such filings, including without limitation providing all information required in obtaining any consents of the FCC required in connection with any change in control of ATC.

Conditions to Registration. Each holderStockholder's right to have its Registrable Securities included in any registration statement Registration Statement filed by the Corporation ATC in accordance with the provisions of this Agreement Section 1 shall be subject to the following conditions: (a) The holders of on whose behalf such Registrable Securities are to be included in such registration statement shall be required to furnish the Corporation ATC in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations of the SEC Commission concerning the proposed method of sale or otherwise other disposition of such Registrable Securities, the identity of and compensation to be paid to any proposed underwriters to be employed in connection therewith, and such other information as may be reasonably required requested by the Corporation ATC or its counsel in order to enable them properly to prepare and file such registration statement Registration Statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distributionAct; (b) If any such holder desires to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder shall execute and deliver to the Corporation ATC such written undertakings as the Corporation ATC and its counsel may reasonably request in order to assure full compliance with applicable provisions of the Securities Act and the Exchange Act; (c) Such holder shall agree that as In the case of any underwritten offering on behalf of the date that a final prospectus is made available to it for distribution to prospective purchasers holders of Registrable Securities it pursuant to the provisions of Section 1(b), the managing underwriters (other than CSFB or its affiliates) shall cease be subject to distribute copies the approval of ATC, such approval not to be unreasonably withheld, delayed or conditioned; (d) In the case of any preliminary prospectus prepared in connection with registration requested pursuant to the offer and provisions of Section 1(a), the offering price for any Registrable Securities to be so registered shall be no less than for any securities of the same class then to be registered for sale for the account of ATC or other security holders, unless such Registrable Securities and will deliver or cause are to be delivered a copy of such final prospectus offered from time to each Person who received a copy of any preliminary prospectus prior to sale of any of time based on the Registrable Securities to such Persons; andprevailing market price; (de) Upon receipt of any notice from the Corporation ATC of the existence of any event of the nature described referred to in paragraph (iii) of Section 4.4(g1(c), such holder will forthwith discontinue disposition of Registrable Securities until such holder receives holder's receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 4.4(g) such paragraph, or until it is advised in writing by the Corporation ATC that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectusProspectus, and, if so directed by the CorporationATC, such holder will deliver to the Corporation (at the Corporation's expense) ATC all copies, other than permanent file copies then in such holder's possession, of the prospectus Prospectus covering such Registrable Securities current at the time of receipt of such notice; (f) In the event any filing with or consent of the FCC is required, cooperate and assist in any such filings, including without limitation providing all information required in obtaining any consents of the FCC required in connection with any change in control of ATC; and (g) The holders of Registrable Securities requesting registration shall pay all Registration Expenses in connection with such registration pursuant to the provisions of this Section.

Conditions to Registration. Each holder's right to have its Registrable Securities included in any registration statement filed by the Corporation in accordance with the provisions of this Agreement shall be subject to the following conditions: (a) The holders of Registrable Securities to be included in such registration statement shall furnish the Corporation in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations of the SEC or otherwise reasonably required by the Corporation or its counsel in order to enable them properly to prepare and file such registration statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distribution; (b) If any such holder desires to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder shall execute and deliver to the Corporation such written undertakings as the Corporation and its counsel may reasonably request in order to assure full compliance with applicable provisions of the Securities Act and the Exchange Act; (c) Such holder shall agree that as of the date that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of such Registrable Securities and will deliver or cause to be delivered a copy of such final prospectus to each Person who received a copy of any preliminary prospectus prior to sale of any of the Registrable Securities to such Persons; and (d) Upon receipt of any notice from the Corporation of the existence of any event of the nature described in Section SECTION 4.4(g), such holder will forthwith discontinue disposition of Registrable Securities until such holder receives copies of the supplemented or amended prospectus contemplated by Section SECTION 4.4(g) or until it is advised in writing by the Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Corporation, such holder will deliver to the Corporation (at the Corporation's expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Conditions to Registration. Each holderHolder's right to have its Registrable Securities included in any registration statement Registration Statement filed by the Corporation Company in accordance with the provisions of this Agreement Section 2 shall be subject to the following conditions: (a) The holders of Holders on whose behalf such Registrable Securities are to be included in such registration statement shall be required to furnish the Corporation Company in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations of the SEC concerning the proposed method or otherwise methods of disposition of such securities, the identity of and compensation to be paid to any proposed underwriters to be employed in connection therewith, and such other information as may be reasonably required by the Corporation or its counsel in order to enable them Company properly to prepare and file such registration statement Registration Statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distributionAct; (b) If any such holder Holder desires to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder Holder shall execute and deliver to the Corporation Company such written undertakings as the Corporation Company and its counsel may reasonably request require in order to assure full compliance with applicable relevant provisions of the Securities Act and the Exchange Act; (c) Such holder In the case of any registration requested pursuant to the provisions of Section 2, the offering price for any Registrable Securities to be so registered shall agree that as be no less than for any securities of the date that a final prospectus is made available same class then to it be registered for distribution to prospective purchasers sale for the account of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of Company or other security holders, unless such Registrable Securities and will deliver or cause are to be delivered a copy of such final prospectus offered from time to each Person who received a copy of any preliminary prospectus prior to sale of any of time based on the Registrable Securities to such Personsprevailing market price; and (d) Upon receipt In the case of any notice from the Corporation underwritten offering on behalf of the existence Holders of any event of the nature described in Section 4.4(g)Registrable Securities, such holder Holders will forthwith discontinue disposition enter into such agreements (including underwriting agreements and lock-up agreements) as the managing underwriters shall reasonably request and as are customary in similar circumstances, provided that no such agreements shall require any Holder to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the ownership of such Holder's Registrable Securities until and such holder receives copies Holder's intended method of the supplemented or amended prospectus contemplated by Section 4.4(g) or until it is advised in writing by the Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Corporation, such holder will deliver to the Corporation (at the Corporation's expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticedistribution.

Conditions to Registration. Each holderHolder's right to have its Registrable Securities included in any registration statement Shelf Registration Statement filed by the Corporation Company in accordance with the provisions of this Agreement Section 2 shall be subject to the following conditions: (a) The holders of Advisor, the Settlement Agent, each Creditor, FIL, and the Holders on whose behalf such Registrable Securities are to be included in such registration statement shall be required to furnish the Corporation Company in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations of the SEC concerning the proposed method of sale or otherwise other disposition of such securities, the identity of and compensation to be paid to any proposed underwriters to be employed in connection therewith, and such other information as may be reasonably required by the Corporation or its counsel in order to enable them Company properly to prepare and file such registration statement Registration Statement or Shelf Registration Statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distributionAct; (b) If any such holder desires Holder intends to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder Holder, each Creditor, FIL, the Advisor, and the Settlement Agent shall execute and deliver to the Corporation Company such written undertakings as the Corporation Company and its counsel may reasonably request require in order to assure full compliance with applicable relevant provisions of the Securities Act and the Exchange Act; (c) Such holder shall agree that as In the case of any underwritten offering on behalf of the date that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection Company, such Holders, the Advisor and the Settlement Agent will enter into such agreements (including lock-up agreements not inconsistent with the offer and sale terms of such Registrable Securities and will deliver or cause this Agreement) as the managing underwriters shall reasonably request not to be delivered a copy of such final prospectus to each Person who received a copy of any preliminary prospectus prior to sale of any of exceed the Registrable Securities to such Persons; and (d) Upon receipt of any notice from the Corporation of the existence of any event of the nature described period set forth in Section 4.4(g), such holder will forthwith discontinue disposition of Registrable Securities until such holder receives copies of the supplemented or amended prospectus contemplated by Section 4.4(g2(f) or until it is advised and as are customary in writing by the Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Corporation, such holder will deliver to the Corporation (at the Corporation's expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticesimilar circumstances.

Conditions to Registration. Each holder's The Holders' right to have its Registrable Securities included in any registration statement filed by the Corporation in accordance with the provisions of this Agreement shall be subject to the following conditions: (a) The holders of Registrable Securities Holder shall be required to be included in such registration statement shall furnish the Corporation in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations of the SEC Commission concerning such Holder (including, without limitation, a Selling Stockholder Questionnaire in such form as the Corporation shall reasonably request), the proposed method of sale or otherwise other disposition of the Registrable Securities if different from that contemplated by Section 2(b) above, and such other information as may be reasonably required by the Corporation or its counsel in order to enable them properly to prepare and file such registration statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distributionAct; (b) If any such holder Holder desires to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder Holder shall execute and deliver to the Corporation such written undertakings as the Corporation and its counsel may reasonably request require in order to assure full compliance with applicable relevant provisions of the Securities Act and the Exchange 1934 Act including, without limitation, providing the Corporation with 48 hours prior written notice of each such sale and providing the Corporation with assurances, reasonably satisfactory to the Corporation, that such Holder will meet the prospectus delivery requirements under the Act, if applicable; (c) Such holder The offering price for any Registrable Securities to be registered pursuant to the provisions of this Agreement shall agree that as be no less than for any shares of Common Stock then to be registered for sale for the account of the date that a final prospectus is made available to it for distribution to prospective purchasers Corporation or other security holders of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of Corporation, unless such Registrable Securities and will deliver or cause shares of Common Stock are to be delivered a copy of such final offered from time to time based on the prevailing market price; (d) In the event that the Corporation shall notify the Holder that there is material undisclosed information concerning the Corporation and that the prospectus to each Person who received a copy of contained in any preliminary prospectus prior to sale of any of registration statement for the Registrable Securities to does not comply with the requirements of the Act, the Holder shall refrain from selling any of its Registrable Securities until such Personstime as the Corporation shall have notified the Holder that it may proceed with a sale; and (de) Upon receipt of Promptly, but in any notice from event within 72 hours, after each selling Holder shall have sold all its Registrable Securities, such Holder shall so notify the Corporation of the existence of any event of the nature described in Section 4.4(g), such holder will forthwith discontinue disposition of Registrable Securities until such holder receives copies of the supplemented or amended prospectus contemplated by Section 4.4(g) or until it is advised in writing by so that the Corporation that may comply with its obligation to terminate the use Registration Statement in accordance with Item 512 of Regulation SK or Regulation SB, as the prospectus case may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Corporation, such holder will deliver to the Corporation (at the Corporation's expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticebe.

Conditions to Registration. Each holder's Holder’s right to have its Registrable Securities included in any registration statement Registration Statement filed by the Corporation Company in accordance with the provisions of this Agreement Section 2 shall be subject to the following conditions: (a) The holders of Holders on whose behalf such Registrable Securities are to be included in such registration statement shall be required to furnish the Corporation Company in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations of the SEC concerning the proposed method or otherwise methods of disposition of such securities, the identity of and compensation to be paid to any proposed underwriters to be employed in connection therewith, and such other information as may be reasonably required by the Corporation or its counsel in order to enable them Company properly to prepare and file such registration statement Registration Statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distributionAct; (b) If any such holder Holder desires to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder Holder shall execute and deliver to the Corporation Company such written undertakings as the Corporation Company and its counsel may reasonably request require in order to assure full compliance with applicable relevant provisions of the Securities Act and the Exchange Act; (c) Such holder In the case of any registration requested pursuant to the provisions of Section 2, the offering price for any Registrable Securities to be so registered shall agree that as be no less than for any securities of the date that a final prospectus is made available same class then to it be registered for distribution to prospective purchasers sale for the account of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of Company or other security holders, unless such Registrable Securities and will deliver or cause are to be delivered a copy of such final prospectus offered from time to each Person who received a copy of any preliminary prospectus prior to sale of any of time based on the Registrable Securities to such Personsprevailing market price; and (d) Upon receipt In the case of any notice from the Corporation underwritten offering on behalf of the existence Holders of any event of the nature described in Section 4.4(g)Registrable Securities, such holder Holders will forthwith discontinue disposition enter into such agreements (including underwriting agreements and lock-up agreements) as the managing underwriters shall reasonably request and as are customary in similar circumstances, provided, however, that no such agreements shall require any Holder to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the ownership of such Holder’s Registrable Securities until and such holder receives copies Holder’s intended method of the supplemented or amended prospectus contemplated by Section 4.4(g) or until it is advised in writing by the Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Corporation, such holder will deliver to the Corporation (at the Corporation's expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticedistribution.

Conditions to Registration. Each holderHolder's right to have its Registrable Securities included in any registration statement Registration Statement or Shelf Registration Statement filed by the Corporation Company in accordance with the provisions of this Agreement Section 2 or Section 3 shall be subject to the following conditions: (ai) The holders of Holders on whose behalf such Registrable Securities are to be included in such registration statement shall be required to furnish the Corporation Company in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations of the SEC concerning the proposed method of sale or otherwise other disposition of such securities, the identity of and compensation to be paid to any proposed underwriters to be employed in connection therewith, and such other information as may be reasonably required by the Corporation or its counsel in order to enable them Company properly to prepare and file such registration statement Registration Statement or Shelf Registration Statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distributionAct; (bii) If any such holder Holder desires to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder Holder shall execute and deliver to the Corporation Company such written undertakings as the Corporation Company and its counsel may reasonably request require in order to assure full compliance with applicable relevant provisions of the Securities Act and the Exchange Act; (ciii) Such holder In the case of any registration requested pursuant to the provisions of Section 2, the offering price for any Registrable Securities to be so registered shall agree that as be no less than for any securities of the date that a final prospectus is made available same class then to it be registered for distribution to prospective purchasers sale for the account of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of Company or other security holders, unless such Registrable Securities and will deliver or cause are to be delivered a copy of such final prospectus offered from time to each Person who received a copy of any preliminary prospectus prior to sale of any of time based on the Registrable Securities to such Persons; andprevailing market price; (div) Upon receipt of any notice from the Corporation Company of the existence happening of any event of the nature kind described in paragraph (xi) of Section 4.4(g2(b) or paragraph (xii) of Section 3(b), such holder Holder will forthwith discontinue disposition of Registrable Securities until such holder receives Holder's receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 4.4(g) such paragraph, or until it is advised in writing by the Corporation Company that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectusProspectus, and, if so directed by the CorporationCompany, such holder Holder will deliver to the Corporation Company (at the CorporationCompany's expense) all copies, other than permanent file copies then in such holderHolder's possession, of the prospectus Prospectus covering such Registrable Securities current at the time of receipt of such notice; and v) In the case of any underwritten offering on behalf of the Holders of Registrable Securities, such Holders will enter into such agreements (including underwriting agreements and lock-up agreements) as the managing underwriters shall reasonably request and as are customary in similar circumstances.

Conditions to Registration. Each holderThe Employee's right to have its Registrable Securities the Stock Bonus Shares included in any registration statement filed by the Corporation in accordance with the provisions of this Agreement Registration Statement shall be subject to the following conditions: (ai) The holders of Registrable Securities to be included in such registration statement Employee shall furnish the Corporation Employer in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations of the SEC Securities and Exchange Commission (the "Commission"), including without limitation the proposed method of sale or otherwise reasonably required by the Corporation or its counsel in order to enable them properly to prepare and file such registration statement in accordance with applicable provisions other disposition of the Securities Act Stock Bonus Shares, the identity of and if compensation to be paid to any person to be employed in connection therewith, and all other information as the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and Employer may reasonably require; and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under If the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distribution; (b) If any such holder Employee desires to sell and distribute Registrable Securities the Stock Bonus Shares over a period of time, or from time to time, at then prevailing market prices, then any such holder the Employee shall execute and deliver to the Corporation such Employer those written undertakings as which the Corporation Employer and its counsel may reasonably request require in order to assure full compliance with applicable relevant provisions of the oft Securities Act and the Exchange Act;; and (ciii) Such holder The Employee hereby agrees that upon the Employer's written request, it shall agree that as not sell publicly or otherwise transfer or dispose of any Stock Bonus Shares or other equity securities of the Employer held by the Employee during the period starting up to 45 days prior to the Employer's good faith estimate of the date of filing with the Commission of, and ending on a date up to 180 days after the effective date of, a registration statement involving the registration of an underwritten offering of equity or debt securities convertible into equity securities of the Employer, provided that the Employer is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. (iv) The Employer will pay all expenses of the registration, including without limitation legal and accounting fees and disbursements, blue sky fees and expenses, printing costs and related expenses arising out of the preparation, filing, amending and supplementing of the Registration Statement and any prospectus a final prospectus is made available part thereof, other than fees and disbursements of counsel, accountants and other advisors for the Employee, underwriting commissions and discounts, brokerage commissions, agents' fees and transfer taxes relating to it for distribution to prospective purchasers of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of such Registrable Securities and will deliver or cause to be delivered a copy of such final prospectus to each Person who received a copy of any preliminary prospectus prior to sale of any of the Registrable Securities to such Persons; and (d) Upon receipt of any notice from the Corporation of the existence of any event of the nature described in Section 4.4(g), such holder will forthwith discontinue disposition of Registrable Securities until such holder receives copies of the supplemented or amended prospectus contemplated by Section 4.4(g) or until it is advised in writing Stock Bonus Shares that may held by the Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Corporation, such holder will deliver to the Corporation (at the Corporation's expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticeEmployee.

Conditions to Registration. Each holderHolder's right to have its Registrable Securities included in any registration statement Registration Statement or Shelf Registration Statement filed by the Corporation Company in accordance with the provisions of this Agreement Section 2 or Section 3 shall be subject to the following conditions: (a) The holders of Holders on whose behalf such Registrable Securities are to be included in such registration statement shall be required to furnish the Corporation Company in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations of the SEC concerning the proposed method of sale or otherwise other disposition of such securities, the identity of and compensation to be paid to any proposed underwriters to be employed in connection therewith, and such other information as may be reasonably required by the Corporation or its counsel in order to enable them Company properly to prepare and file such registration statement Registration Statement or Shelf Registration Statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distributionAct; (b) If any such holder Holder desires to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder Holder shall execute and deliver to the Corporation Company such written undertakings as the Corporation Company and its counsel may reasonably request require in order to assure full compliance with applicable relevant provisions of the Securities Act and the Exchange Act; (c) Such holder In the case of any registration requested pursuant to the provisions of Section 2, the offering price for any Registrable Securities to be so registered shall agree that as be no less than for any securities of the date that a final prospectus is made available same class then to it be registered for distribution to prospective purchasers sale for the account of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of Company or other security holders, unless such Registrable Securities and will deliver or cause are to be delivered a copy of such final prospectus offered from time to each Person who received a copy of any preliminary prospectus prior to sale of any of time based on the Registrable Securities to such Persons; andprevailing market price; (d) Upon receipt of any notice from the Corporation Company of the existence happening of any event of the nature kind described in paragraph (xi) of Section 4.4(g2(b) or paragraph (xii) of Section 3(b), such holder Holder will forthwith discontinue disposition of Registrable Securities until such holder receives Holder's receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 4.4(g) such paragraph, or until it is advised in writing by the Corporation Company that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectusProspectus, and, if so directed by the CorporationCompany, such holder Holder will deliver to the Corporation Company (at the CorporationCompany's expense) all copies, other than permanent file copies then in such holderHolder's possession, of the prospectus Prospectus covering such Registrable Securities current at the time of receipt of such notice; and (e) In the case of any underwritten offering on behalf of the Holders of Registrable Securities, such Holders will enter into such agreements (including underwriting agreements and lock-up agreements) as the managing underwriters shall reasonably request and as are customary in similar circumstances.

Conditions to Registration. Each holder's right of the following shall be a condition precedent to have its the obligations of Purchaser to take any action pursuant to this Article XIV to register any of the Registrable Securities: (i) The Selling Stockholders shall furnish to Purchaser such information regarding themselves, the Registrable Securities included held by them, and the intended method of disposition of such securities as shall be required to effect such registration. (ii) All information specifically with respect to the Selling Stockholders furnished to Purchaser by or on behalf of the Selling Stockholders for use in connection with the preparation of any registration statement filed hereunder shall be true and correct in all material respects and shall not omit any material fact necessary to make such information, in light of the circumstances under which it was made, not misleading. (iii) The Selling Stockholders will review carefully any Registration Statement relating to the Registrable Securities and each amendment or supplement thereto upon receipt thereof from Purchaser and will promptly advise Purchaser in writing if: (i) the name and address of any Selling Stockholder (if required to be disclosed) is not properly set forth; (ii) the Selling Stockholders know of any arrangements made or to be made by any person, or of any transaction already effected, to limit or restrict the sale of the Registrable Securities during the period of the public distribution or to stabilize the market for the Registrable Securities during the period of the public distribution; or (iii) the Selling Stockholders have entered into any material arrangement with a broker-dealer for the sale of the Registrable Securities through a cross or block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker-dealer. (iv) The Selling Stockholders shall not distribute any prospectus or other offering material in connection with the offering and sale of the Registrable Securities other than a prospectus or other material permitted by the Corporation in accordance Securities Act and prepared by the Purchaser. (v) The Selling Stockholders shall enter into such agreements with the provisions of this Agreement shall be subject Purchaser with respect to the following conditions:Registration of the Registrable Securities containing such representations, warranties and covenants as is customary in connection with the registration of securities for sale under the Securities Act. (avi) The holders Purchaser in its sole discretion may limit the number of Registrable Securities to be included in such registration statement shall furnish the Corporation in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations on any one Registration Statement to not more than 60% of the SEC or otherwise reasonably required by the Corporation or its counsel in order Purchaser Shares to enable them properly to prepare and file such registration statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein be issued in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distribution;Merger. (bvii) If any such holder desires The Purchaser reserves the right to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder shall execute and deliver to the Corporation such written undertakings as the Corporation and its counsel may reasonably request in order to assure full compliance with applicable provisions of the Securities Act and the Exchange Act; (c) Such holder shall agree that as of the date that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of such Registrable Securities and will deliver or cause to be delivered a copy of such final prospectus to each Person who received a copy of any preliminary prospectus prior to sale of any of the Registrable Securities to such Persons; and (d) Upon receipt of any notice from the Corporation of the existence of any event of the nature described in Section 4.4(g), such holder will forthwith discontinue disposition of Registrable Securities until such holder receives copies of the supplemented or amended prospectus contemplated by Section 4.4(g) or until it is advised in writing by the Corporation that suspend the use of the prospectus may be resumedRegistration Statement by any Selling Stockholder during any period in which the Purchaser determines that the Prospectus is not true and correct in all material respects or omits a material fact necessary to make the information contained therein, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Corporation, such holder will deliver to the Corporation (at the Corporation's expense) all copies, other than permanent file copies then in such holder's possession, light of the prospectus covering such Registrable Securities current at the time of receipt of such noticecircumstances under which it was made, not misleading.

Conditions to Registration. Each holderStockholder's right to have its Registrable Securities included in any registration statement Registration Statement filed by the Corporation ATS in accordance with the provisions of this Agreement Section 1 shall be subject to the following conditions: (a) The holders of on whose behalf such Registrable Securities are to be included in such registration statement shall be required to furnish the Corporation ATS in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations of the SEC Commission concerning the proposed method of sale or otherwise other disposition of such Registrable Securities, the identity of and compensation to be paid to any proposed underwriters to be employed in connection therewith, and such other information as may be reasonably required requested by the Corporation ATS or its counsel in order to enable them properly to prepare and file such registration statement Registration Statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distributionAct; (b) If any such holder desires to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder shall execute and deliver to the Corporation ATS such written undertakings as the Corporation ATS and its counsel may reasonably request in order to assure full compliance with applicable provisions of the Securities Act and the Exchange Act; (c) Such holder shall agree that as In the case of any underwritten offering on behalf of the date that a final prospectus is made available to it for distribution to prospective purchasers holders of Registrable Securities it pursuant to the provisions of Section 1(b), the managing underwriters shall cease be subject to distribute copies the approval of ATS, such approval not to be unreasonably withheld, delayed or conditioned; (d) In the case of any preliminary prospectus prepared in connection with registration requested pursuant to the offer and provisions of Section 1(a), the offering price for any Registrable Securities to be so registered shall be no less than for any securities of the same class then to be registered for sale for the account of ATS or other security holders, unless such Registrable Securities and will deliver or cause are to be delivered a copy of such final prospectus offered from time to each Person who received a copy of any preliminary prospectus prior to sale of any of time based on the Registrable Securities to such Persons; andprevailing market price; (de) Upon receipt of any notice from the Corporation ATS of the existence of any event of the nature described referred to in paragraph (iii) of Section 4.4(g1(c), such holder will forthwith discontinue disposition of Registrable Securities until such holder receives holders receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 4.4(g) such paragraph, or until it is advised in writing by the Corporation ATS that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectusProspectus, and, if so directed by the CorporationATS, such holder will deliver to the Corporation ATS (at the Corporation's its expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus Prospectus covering such Registrable Securities current at the time of receipt of such notice; and (f) In the event any filing with or consent of the FCC is required, cooperate and assist in any such filings, including without limitation providing all information required in obtaining any consents of the FCC required in connection with any change in control of ATS.

Conditions to Registration. Each holder's right to have its Registrable Securities included in any registration statement filed by the Corporation in accordance with the provisions of this Agreement shall be subject to the following conditions: (a) The holders of Registrable Securities to be included in such registration statement shall furnish the Corporation in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations of the SEC or otherwise reasonably required by the Corporation or its counsel in order to enable them properly to prepare and file such registration statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distribution;on (b) If any such holder desires to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder shall execute and deliver to the Corporation such written undertakings as the Corporation and its counsel may reasonably request in order to assure full compliance with applicable provisions of the Securities Act and the Exchange Act; (c) Such holder shall agree that as of the date that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of such Registrable Securities and will deliver or cause to be delivered a copy of such final prospectus to each Person who received a copy of any preliminary prospectus prior to sale of any of the Registrable Securities to such Persons; and (d) Upon receipt of any notice from the Corporation of the existence of any event of the nature described in Section SECTION 4.4(g), such holder will forthwith discontinue disposition of Registrable Securities until such holder receives copies of the supplemented or amended prospectus contemplated by Section SECTION 4.4(g) or until it is advised in writing by the Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Corporation, such holder will deliver to the Corporation (at the Corporation's expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Conditions to Registration. Each holder's right to have its -------------------------- Registrable Securities included in any registration statement filed by the Corporation Company in accordance with the provisions of this Agreement shall be subject to the following conditions: (a) The holders the Holders of Registrable Securities to be included in such registration statement shall furnish the Corporation Company in a timely manner with all information requested by the Corporation Company in writing and required by the applicable rules and regulations of the SEC or otherwise reasonably required by the Corporation Company or its counsel in order to enable them properly to prepare and file such registration statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder Holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders Holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation Company or such other holders Holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder Holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation Company or the underwriters other than representations and warranties regarding such holderHolder, the Registrable Securities held by such holder Holder and such holderHolder's intended method of distribution; (b) If if any such holder Holder desires to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder shall execute and deliver to the Corporation Company such written undertakings as the Corporation Company and its counsel may reasonably request in order to assure full compliance with applicable provisions of the Securities Act and the Exchange Act; (c) Such holder such Holder shall agree that as of the date that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of such Registrable Securities and will deliver or cause to be delivered a copy of such final prospectus to each Person who received a copy of any preliminary prospectus prior to sale of any of the Registrable Securities to such Persons; and (d) Upon upon receipt of any notice from the Corporation Company of the existence of any event of the nature described in Section 4.4(g2.4(g), such holder Holder will forthwith discontinue disposition of Registrable Securities until such holder Holder receives copies of the supplemented or amended prospectus contemplated by Section 4.4(g2.4(g) or until it is advised in writing by the Corporation Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CorporationCompany, such holder Holder will deliver to the Corporation Company (at the CorporationCompany's expense) all copies, other than permanent file copies then in such holderHolder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Conditions to Registration. Each holderIMR's right obligations under Section 5.2 to have its register any Registrable Securities included in any registration statement filed Shares owned by the Corporation in accordance with the provisions of this Agreement shall be a Requesting Shareholder is subject to the following conditions: (a) The holders of Requesting Shareholder must provide to IMR all information, and take all action, IMR reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Registrable Securities to Shares that will be included in such the registration; (b) Before the filing of a registration statement pertaining to the registration, the Requesting Shareholder must deliver to IMR an agreement containing the following agreements and representations: (i) The Requesting Shareholder shall furnish to IMR all information, and take all action, IMR reasonably requests with reasonable advance notice, to enable it to comply with any applicable law, rule, regulation, or SEC pronouncement in connection with the Corporation registration; (ii) All sales of the Registrable Shares included in the registration will be made in a timely manner contemplated by the SEC's General Instructions for use of the applicable registration statement form; (iii) The Requesting Shareholder promptly shall notify IMR in writing when all the Registrable Shares included in the registration have been sold, and, if any of them are not sold before the 91st day after the effective date of the registration statement, the Requesting Shareholder promptly shall notify IMR of the number of Registrable Shares sold during the three-month period following the effective date of the registration and during each ensuing six-month period, until all the Registrable Shares included in the registration have been sold; (iv) The Requesting Shareholders shall pay all sales commissions and underwriting discounts relating to the Registrable Shares they sell; (v) If during the effectiveness of the registration statement for the registration, IMR notifies the Requesting Shareholder of the occurrence of any intervening event that, in the opinion of IMR's legal counsel, causes the prospectus included in the registration statement not to comply with all information the Securities Act, the Requesting Shareholder, promptly after receipt of IMR's notice, shall cease making any offers, sales, or other dispositions of the Registrable Shares included in the registration until the Requesting Shareholder receives from IMR copies of a new, amended, or supplemented prospectus complying with the Securities Act (which IMR agrees to provide as promptly as practicable); (vi) If IMR is selling any IMR Common Stock for cash consideration pursuant to the registration, the Requesting Shareholder shall sell those Registrable Shares that are included in the registration on the same terms (including the method of distribution) as those on which the other shares of IMR Common Stock included in the registration will be offered and sold; and (vii) To the extent requested by IMR and the Corporation in writing and required managing underwriter of the offering to which the registration relates, the Requesting Shareholder shall not offer, sell, or otherwise transfer, for a reasonable period of time (to be determined by the applicable rules and regulations underwriter, but not to exceed 180 days) after the effective date of the SEC registration statement, any shares of IMR Common Stock that are owned by it and not included in the registration, except for any testamentary disposition or otherwise reasonably required any gift of IMR Common Stock to a donee who agrees to be bound by this restriction. (c) The inclusion of the Corporation or its counsel Registrable Shares in order to enable them properly to prepare and file such the registration statement in accordance with applicable must not violate any provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holderExchange Act, the Registrable Securities held by such holder and such holder's intended method of distribution; (b) If any such holder desires to sell and distribute Registrable Securities over a period of time, rules or from time to time, at then prevailing market prices, then any such holder shall execute and deliver to the Corporation such written undertakings as the Corporation and its counsel may reasonably request in order to assure full compliance with applicable provisions of regulations promulgated under the Securities Act and or the Exchange Act; (c) Such holder shall agree that as of the date that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of such Registrable Securities and will deliver or cause to be delivered a copy of such final prospectus to each Person who received a copy of any preliminary prospectus prior to sale of any of the Registrable Securities to such Persons; and. (d) Upon receipt Notwithstanding the foregoing, if IMR shall furnish to the Requesting Shareholders a certificate signed by a duly authorized officer of any notice from IMR stating that, in the Corporation good faith judgment of the existence board of any event directors of IMR, it would be seriously detrimental to IMR for such registration statement to be filed on or before the date such filing would be required, then IMR shall be entitled to postpone filing of the nature described in Section 4.4(g)registration statement for up to 60 days; provided, however, that IMR shall be entitled to issue such holder will forthwith discontinue disposition of Registrable Securities until such holder receives copies of the supplemented or amended prospectus contemplated by Section 4.4(g) or until it is advised in writing by the Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Corporation, such holder will deliver to the Corporation (at the Corporation's expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticea certificate only one time.

Conditions to Registration. Each holder's right to have its Registrable Securities included in any registration statement filed by the Corporation in accordance with the provisions of this Agreement shall be subject to the following conditions: (a) The holders of Registrable Securities to be included in such registration statement shall furnish the Corporation in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations of the SEC or otherwise reasonably required by the Corporation or its counsel in order to enable them properly to prepare and file such registration statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distribution; (b) If any such holder desires to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder shall execute and deliver to the Corporation such written undertakings as the Corporation and its counsel may reasonably request in order to assure full compliance with applicable provisions of the Securities Act and the Exchange Act; (c) Such holder shall agree that as of the date that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of such Registrable Securities and will deliver or cause to be delivered a copy of such final prospectus to each Person who received a copy of any preliminary prospectus prior to sale of any of the Registrable Securities to such Persons; and (d) Upon receipt of any notice from the Corporation of the existence of any event of the nature described in Section 4.4(gSECTION 4.4(G), such holder will forthwith discontinue disposition of Registrable Securities until such holder receives copies of the supplemented or amended prospectus contemplated by Section 4.4(gSECTION 4.4(G) or until it is advised in writing by the Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Corporation, such holder will deliver to the Corporation (at the Corporation's expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Conditions to Registration. Each holderIMRglobal's right obligations under Section 7.6 to have its register any Registrable Securities included in any registration statement filed Shares owned by the Corporation in accordance with the provisions of this Agreement shall be an Orion Shareholder is subject to the following conditions: (a) The holders of Orion Shareholder must provide to IMRglobal all information, and take all action, IMRglobal reasonably requests with reasonable advance notice, to enable it to comply with any applicable law, rule, regulation or SEC pronouncement or to prepare the registration statement that will cover the Registrable Securities to Shares that will be included in such the registration; (b) all sales of the Registrable Shares included in the registration will be made in a manner contemplated by the SEC's General Instructions for use of the applicable registration statement form; (c) the Orion Shareholder promptly shall furnish the Corporation in a timely manner with all information requested by the Corporation notify IMRglobal in writing and required by the applicable rules and regulations when any of the SEC or otherwise reasonably required by Registrable Shares included in the Corporation or its counsel in order registration have been sold. (d) the Orion Shareholder shall pay all sales commissions and underwriting discounts relating to enable them properly to prepare and file such the Registrable Shares they sell; (e) if during the effectiveness of the registration statement for the registration, IMRglobal notifies the Orion Shareholders of the occurrence of any intervening event that, in accordance the opinion of IMRglobal's legal counsel, causes the prospectus included in the registration statement not to comply with applicable the Securities Act, the Orion Shareholders, promptly after receipt of IMRglobal's notice, shall cease making any offers, sales, or other dispositions of the Registrable Shares included in the registration until the Orion Shareholders receive from IMRglobal copies of a new, amended, or supplemented prospectus complying with the Securities Act (which IMRglobal agrees to provide as promptly as practicable after delivery of IMRglobal's notice); (f) The inclusion of the Registrable Shares in the registration must not violate any provisions of the Securities Act and or the Exchange Act, any rules or regulations promulgated under the Securities Act or the Exchange Act. (g) The Registrable Shares owned by an Orion Shareholder shall not be subject to resale pursuant to Rule 144 promulgated under the Securities Act. (h) Notwithstanding the foregoing, if IMRglobal shall furnish to the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided Orion Shareholders a certificate signed by a duly authorized officer of IMRglobal stating that, in any underwriting arrangements approved by (A) the holders of not less than a majority good faith judgment of the Registrable Securities included therein in Board of Directors of IMRglobal, it would be seriously detrimental to IMRglobal for such registration statement to be filed on or before the case date such filing would be required, then IMRglobal shall be entitled to postpone filing of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distribution; (b) If any such holder desires to sell and distribute Registrable Securities over statement for a period of time, or from time not to time, at then prevailing market prices, then any such holder shall execute and deliver to the Corporation such written undertakings as the Corporation and its counsel may reasonably request in order to assure full compliance with applicable provisions of the Securities Act and the Exchange Act; (c) Such holder shall agree that as of the date that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of such Registrable Securities and will deliver or cause to be delivered a copy of such final prospectus to each Person who received a copy of any preliminary prospectus prior to sale of any of the Registrable Securities to such Persons; and (d) Upon receipt of any notice from the Corporation of the existence of any event of the nature described in Section 4.4(g), such holder will forthwith discontinue disposition of Registrable Securities until such holder receives copies of the supplemented or amended prospectus contemplated by Section 4.4(g) or until it is advised in writing by the Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Corporation, such holder will deliver to the Corporation (at the Corporation's expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticeexceed 90 days.

Conditions to Registration. Each holderThe Shareholder's right to have its Registrable Securities included in any registration statement filed by the Corporation in accordance with the provisions of this Agreement a Registration Statement shall be subject to the following conditionsconditions or limitations: (a) The holders of Registrable Securities to be included in such registration statement Shareholder shall furnish the Corporation RMII in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations of the SEC Commission, including without limitation the proposed method of sale or otherwise reasonably required by the Corporation or its counsel in order to enable them properly to prepare and file such registration statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority other disposition of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holderShares, the Registrable Securities held by such holder identity of and such holder's intended method of distributioncompensation to be paid to any person to be employed in connection therewith, and all other information as RMII may reasonably require; (b) If any such holder In the event that the Shareholder desires to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder the Shareholder shall execute and deliver to the Corporation such RMII those written undertakings as the Corporation which RMII and its counsel may reasonably request require in order to assure full compliance with applicable relevant provisions of the Securities Act and the Exchange Act; (c) Such holder Upon the written request of RMII and the managing underwriter or underwriters, if any, of an underwritten offering of equity securities or debt securities convertible into equity securities of RMII, the Shareholder shall agree that as not sell publicly or otherwise transfer or dispose of any Registrable Securities or other equity securities of RMII held by the Shareholder during the period starting up to 45 days prior to RMII s good faith estimate of the date of filing with the Commission of, and ending on a date up to 60 days (or up to 90 days if so requested by the managing underwriter or underwriters) after the effective date of, a registration statement relating thereto, provided that a final prospectus RMII is made available actively employing in good faith all reasonable efforts to it for distribution cause such registration statement to prospective purchasers of become effective; (d) To the extent that any Registrable Securities it are included in an underwritten offering, the Shareholder shall cease to distribute copies execute an underwriting agreement containing customary terms including, without limitation, indemnification provisions, and such other agreements as may be reasonably requested by RMII and the managing underwriter or the underwriters; and (e) Upon written notice from RMII of the occurrence of any preliminary prospectus prepared of the events specified in connection with clause (B) of Section 4(a)(iv) or that, as set forth in Section 4(b), the offer and sale suspension by the Shareholder of such Registrable Securities and will deliver or cause to be delivered a copy of such final prospectus to each Person who received a copy of any preliminary prospectus prior to sale the distribution of any of the Registrable Securities to such Persons; and (d) Upon receipt of any notice from is required, then the Corporation of Shareholder shall cease offering or distributing the existence of any event of the nature described in Section 4.4(g), such holder will forthwith discontinue disposition of Registrable Securities until such holder receives copies time as RMII shall notify the Shareholder in writing that offering and distribution of the supplemented or amended prospectus contemplated by Section 4.4(g) or until it is advised in writing by the Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Corporation, such holder will deliver to the Corporation (at the Corporation's expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticemay recommence.

Conditions to Registration. Each holderThe Company's right obligations under this Agreement to have its Registrable Securities included in register any registration statement filed Shares owned by the Corporation in accordance with the provisions of this Agreement shall be Registered Owner are subject to the following conditions: (a) The holders minimum number of Registrable Securities to be included in such registration statement shall furnish Shares that the Corporation Registered Owner must include in a timely manner with registration request is 200,000 Shares or, if less, all information requested the Shares then owned by the Corporation in writing and required by the applicable rules and regulations of the SEC or otherwise reasonably required by the Corporation or its counsel in order to enable them properly to prepare and file such registration statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distributionRegistered Owner; (b) If The inclusion of the Shares in the registration must not violate any such holder desires to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder shall execute and deliver to the Corporation such written undertakings as the Corporation and its counsel may reasonably request in order to assure full compliance with applicable provisions of the Securities Act and Act, any rule, regulation, or pronouncement of the Exchange SEC under the Securities Act, or any contractual obligation of the Company; (c) Such holder shall agree The Registered Owner must have performed in all material respects all agreements and obligations under this Agreement that as of the date that a final prospectus is made available are required to be performed by it for distribution to prospective purchasers of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer registration of the Shares; (d) The Registered Owner must provide to the Company all information, and sale take all action, as the Company reasonably requests with reasonable advance notice to enable it to comply with any applicable law, rule, regulation, or SEC pronouncement or to prepare the registration statement that will cover the Shares that will be included in the registration; (e) If the registration will involve an underwritten offering of such Registrable Securities Common Stock by the Company, (i) the Company will not be required to include any Shares in the registration, unless the Registered Owner accepts and agrees to the underwriting terms of the underwriters selected by the Company, and (ii) the maximum number of Shares that the Company will deliver or cause be required to include in the registration will be limited to that number of Shares that, in the opinion of the managing underwriter of the offering will not adversely affect the public offering of the shares of Common Stock to be delivered a copy of such final prospectus to each Person who received a copy of any preliminary prospectus prior to sale of sold by the Company in the registration, without excluding any of the Registrable Securities to such Personsthose shares; and (df) Upon receipt Before the filing of any notice from a registration statement pertaining to the Corporation of registration, the existence of any event of the nature described in Section 4.4(g), such holder will forthwith discontinue disposition of Registrable Securities until such holder receives copies of the supplemented or amended prospectus contemplated by Section 4.4(g) or until it is advised in writing by the Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Corporation, such holder will Registered Owner must deliver to the Corporation Company one or more agreements in form and content reasonably satisfactory to the Company's legal counsel that: (at the Corporation's expensei) Reaffirms all copies, other than permanent file copies then in such holder's possession, or any part of the prospectus covering such Registrable Securities current agreements and obligations of the Registered Owner that are set forth in this Agreement; (ii) Represents and warrants that the Registered Owner has, and will have at the time of receipt sale of such noticethe Shares included in the registration, good and valid title to those Shares and full right, power, and authority to sell, assign, transfer, and deliver those Shares; and (iii) Designates a law firm satisfactory to the Company to act as the Registered Owner's legal counsel in connection with the registration of the Shares (including the execution and delivery to the Company and any underwriters for the registered offering of a legal opinion to the effect set forth above). The Company and the Shareholder acknowledge that the rights of the Shareholder to include shares of Common Stock in a registration will be subordinate to the Company and, subject to the foregoing provisions, on a parity with other persons holding contractual registration rights.

Conditions to Registration. Each holder's right to have its Registrable Securities Shares included in any registration statement filed by the Corporation Ranger in accordance with the provisions of this Agreement shall be subject to the following conditions: (a) The holders of Registrable Securities Shares to be included in such registration statement shall furnish the Corporation Ranger in a timely manner with all information requested by the Corporation Ranger in writing and required by the applicable rules and regulations of the SEC or otherwise reasonably required by the Corporation Ranger or its counsel in order to enable them properly to prepare and file such registration statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities Shares on any reasonable and customary the basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein Requesting Holders in the case of a Demand Registration, or (B) the Corporation Ranger or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basisarrangements; provided that in no case shall a holder of Registrable Securities Shares included in any registration shall be required to make any representations or warranties to the Corporation Ranger or the underwriters other than representations and warranties regarding such holder, the Registrable Securities Shares held by such holder and such holder's intended method of distribution; (b) If any such holder desires to sell and distribute Registrable Securities Shares over a period of time, or from time to time, at then prevailing market prices, then any such holder shall execute and deliver to the Corporation Ranger such written undertakings as the Corporation Ranger and its counsel may reasonably request in order to assure full compliance with applicable provisions of the Securities Act and the Exchange Act; (c) Such holder shall agree that as of the date that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Securities Shares it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of such Registrable Securities Shares and will deliver or cause to be delivered a copy of such final prospectus to each Person who received a copy of any preliminary prospectus prior to sale of any of the Registrable Securities Shares to such Persons; and (d) Upon receipt of any notice from the Corporation Ranger of the existence of any event of the nature described in Section 4.4(gSECTION 4(vii), such holder will forthwith discontinue disposition of Registrable Securities Shares until such holder receives copies of the supplemented or amended prospectus contemplated by Section 4.4(gSECTION 4(vii) or until it is advised in writing by the Corporation Ranger that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CorporationRanger, such holder will deliver to the Corporation Ranger (at the CorporationRanger's expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Securities Shares current at the time of receipt of such notice.

Conditions to Registration. Each holderThe Company's right obligations under this Agreement to have its Registrable Securities included in register any registration statement filed Shares owned by the Corporation in accordance with the provisions of this Agreement shall be Registered Owner are subject to the following conditions: (a) The holders minimum number of Registrable Securities Shares that the Registered Owner who is entitled to be included in such registration statement shall furnish the Corporation may include in a timely manner with all information requested registration is the of the Shares owned by the Corporation in writing and required by the applicable rules and regulations of the SEC or otherwise reasonably required by the Corporation or its counsel in order to enable them properly to prepare and file such registration statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distributionRegistered Owner; (b) If any such holder desires There is no maximum number of Shares that the Registered Owner and all other holders of registration rights are entitled to sell and distribute Registrable Securities over include in a period of time, or from time to time, at then prevailing market prices, then any such holder shall execute and deliver to the Corporation such written undertakings as the Corporation and its counsel may reasonably request in order to assure full compliance with applicable provisions of the Securities Act and the Exchange Actregistration; (c) Such holder shall agree The Registered Owner must provide to the Company all information, and take all action, as the Company reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that as of will cover the date Shares that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared will be included in connection with the offer and sale of such Registrable Securities and will deliver or cause to be delivered a copy of such final prospectus to each Person who received a copy of any preliminary prospectus prior to sale of any of the Registrable Securities to such Persons; andregistration; (d) Upon receipt Before the filing of any notice from a registration statement pertaining to the Corporation registration, the Registered Owner must deliver to the Company an agreement containing the following agreements and representations: (i) All sales of the existence of any event of Shares included in the nature described registration will be made in Section 4.4(g), such holder will forthwith discontinue disposition of Registrable Securities until such holder receives copies of the supplemented or amended prospectus a manner contemplated by Section 4.4(g) or until it is advised in writing by the Corporation that the SEC's General Instructions for use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference applicable registration statement form; (ii) The Registered Owner promptly shall notify the Company in writing when all the Shares included in the prospectusregistration have been sold, and, if any of them are not sold before the 91st day after the effective date of the registration statement, the Registered Owner promptly shall notify the Company of the number of Shares sold during the three-month period following the effective date of the registration and during each ensuing three-month period, until all the Shares included in the registration have been sold; (iii) The Registered Owner shall pay all sales commissions, underwriting discounts, and fees and expenses of its legal counsel pertaining to the public offering of the Shares included in the registration; (iv) If during the effectiveness of the registration statement for the registration, the Company notifies the Registered Owner of the occurrence of any intervening event that, in the opinion of the Company's legal counsel, causes the prospectus included in the registration statement not to comply with the Securities Act, the Registered Owner, promptly after receipt of the Company's notice, shall cease making any offers, sales, or other dispositions of the Shares included in the registration until the Registered Owner receives from the Company copies of a new, amended, or supplemented prospectus complying with the Securities Act, and if so directed by the CorporationCompany, such holder will deliver to the Corporation (at the Corporation's expense) Company all copies, other than permanent file copies then in such holder's possession, of the most recent prospectus covering such Registrable Securities current Shares at the time of receipt of such notice; and (v) If the Company is selling any Common Stock pursuant to the registration, the Registered Owner shall sell those Shares that are included in the registration on the same terms (including the method of distribution) as those on which the other shares of Common Stock included in the registration will be offered and sold; (e) The Registered Owner must have duly authorized, executed, and delivered to the Company (i) an irrevocable power of attorney naming an attorney-in-fact specified by the Company for the purpose of entering into and carrying out the underwriting agreement and acting for the Registered Owner in all matters in connection therewith, (ii) a custody agreement depositing the Shares in custody in negotiable form for the purpose of delivery pursuant to the underwriting agreement and containing other and usual provisions, and (iii) an agreement to the effect that the Registered Owner will not take any action that might reasonably be expected to cause or result in the manipulation of the price of any security to facilitate the sale of Shares pursuant to the registration statement; and (f) The inclusion of the Shares in the registration must not violate any provisions of the Securities Act, any rules or regulations promulgated under the Securities Act, or any contractual obligation of the Company.

Conditions to Registration. Each holderHolder's right to have its Registrable Securities included in any registration statement Registration Statement filed by the Corporation Company in accordance with the provisions of this Agreement Section 2 shall be subject to the following conditions: (a) The holders of Holders on whose behalf such Registrable Securities are to be included in such registration statement shall be required to furnish the Corporation Company in a timely manner with all information requested by the Corporation in writing and undertakings required by the applicable rules and regulations of the SEC or otherwise applicable state blue sky and other securities laws, rules or regulations concerning the proposed method or methods of disposition of such securities, the identity of and compensation to be paid to any proposed underwriters to be employed in connection therewith, and such other information or undertakings as may be reasonably required by the Corporation or its counsel in order to enable them Company properly to prepare and file such registration statement Registration Statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten to register and qualify such holder shall (i) agree to sell its Registrable Securities on any reasonable for offer and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute sale under all questionnaires, powers of attorney, indemnities, underwriting agreements applicable state blue sky and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations securities laws, rules or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distributionregulations; (b) If any such holder Holder desires to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder Holder shall execute and deliver to the Corporation Company such written undertakings as the Corporation Company and its counsel may reasonably request require in order to assure full compliance with applicable relevant provisions of the Securities Act and the Exchange ActAct and all applicable state blue sky and other securities laws, rules or regulations; (c) Such holder In the case of any registration requested pursuant to the provisions of Section 2(b), the offering price for any Registrable Securities to be so registered shall agree that as be no less than for any securities of the date that a final prospectus is made available same class then to it be registered for distribution to prospective purchasers sale for the account of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of Company or other security holders, unless such Registrable Securities and will deliver or cause are to be delivered a copy of such final prospectus offered from time to each Person who received a copy of any preliminary prospectus prior to sale of any of time based on the Registrable Securities to such Personsprevailing market price; and (d) Upon receipt In the case of any notice from the Corporation underwritten offering on behalf of the existence Holders of any event of the nature described in Section 4.4(g)Registrable Securities, such holder Holders will forthwith discontinue disposition enter into such agreements (including underwriting agreements and lock-up agreements) as the managing underwriters shall reasonably request and as are customary in similar circumstances, provided, however, that no such agreements shall require any Holder to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the ownership of such Holder's Registrable Securities until and such holder receives copies Holder's intended method of the supplemented or amended prospectus contemplated by Section 4.4(g) or until it is advised in writing by the Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Corporation, such holder will deliver to the Corporation (at the Corporation's expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticedistribution.

Conditions to Registration. Each holderHolder's right to have its Registrable Securities Warrant Shares included in any registration statement Registration Statement filed by the Corporation Company in accordance with the provisions of this Agreement Section 2 shall be subject to the following conditions: (a) The holders of Registrable Securities Holders on whose behalf such Warrant Shares are to be included in such registration statement shall be required to furnish the Corporation Company in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations of the SEC concerning the proposed method of sale or otherwise other disposition of such securities, the identity of and compensation to be paid to any proposed underwriters to be employed in connection therewith, and such other information as may be reasonably required by the Corporation or its counsel in order to enable them Company properly to prepare and file such registration statement Registration Statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distributionAct; (b) If any such holder Holder desires to sell and distribute Registrable Securities Warrant Shares over a period of time, or from time to time, at then prevailing market prices, then any such holder Holder shall execute and deliver to the Corporation Company such written undertakings as the Corporation Company and its counsel may reasonably request require in order to assure full compliance with applicable relevant provisions of the Securities Act and the Exchange Act; (c) Such holder In the case of any registration requested pursuant to the provisions of Section 2(a), the offering price for any Warrant Shares to be so registered shall agree that as be no less than for any shares of the date that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of such Registrable Securities and will deliver or cause same class then to be delivered a copy of such final prospectus to each Person who received a copy of any preliminary prospectus prior to registered for sale of any for the account of the Registrable Securities Company or other security holders and the offering price for shares of Class A Common Stock shall be no less than for Voting Common Stock, unless such Warrant Shares are to such Persons; andbe offered from time to time based on the prevailing market price; (d) Upon receipt of any notice from the Corporation Company of the existence happening of any event of the nature kind described in paragraph (xi) of Section 4.4(g2(c), such holder Holder will forthwith discontinue disposition of Registrable Securities Warrant Shares until such holder receives Holder's receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 4.4(g) such paragraph, or until it is advised in writing by the Corporation Company that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectusProspectus, and, if so directed by the CorporationCompany, such holder Holder will deliver to the Corporation Company (at the CorporationCompany's expense) all copies, other than permanent file copies then in such holderHolder's possession, of the prospectus Prospectus covering such Registrable Securities Warrant Shares current at the time of receipt of such notice; and (e) In the case of any underwritten offering on behalf of the Holders of Warrant Shares, such Holders will enter into such agreements (including underwriting agreements and lock-up agreements) as the managing underwriter(s) shall reasonably request and as are customary in similar circumstances.

Conditions to Registration. Each holderStockholder's right to have its Registrable Securities included in any registration statement Registration Statement filed by the Corporation Company in accordance with the provisions of this Agreement Section 1 shall be subject to the following conditions: (a) The holders of on whose behalf such Registrable Securities are to be included in such registration statement shall be required to furnish the Corporation Company in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations of the SEC Commission concerning the proposed method of sale or otherwise other disposition of such Registrable Securities, the identity of and compensation to be paid to any proposed underwriters to be employed in connection therewith, and such other information as may be reasonably required requested by the Corporation Company or its counsel in order to enable them properly to prepare and file such registration statement Registration Statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distributionAct; (b) If any The holders on whose behalf such holder desires to sell and distribute Registrable Securities over a period of time, or from time are to time, at then prevailing market prices, then any such holder be included shall execute and deliver to the Corporation Company such written undertakings as the Corporation Company and its counsel may reasonably request in order to assure full compliance with applicable provisions of the Securities Act and the Exchange Act; (c) Such holder shall agree that as of In the date that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Securities it shall cease to distribute copies case of any preliminary prospectus prepared in connection with registration requested pursuant to the offer and sale provisions of such Registrable Securities and will deliver or cause to be delivered a copy of such final prospectus to each Person who received a copy of Section 1(a), the offering price for any preliminary prospectus prior to sale of any of the Registrable Securities to such Persons; andbe so registered shall be no less than for any securities of the same class then to be registered for sale for the account of the Company; (d) Upon receipt of any notice from the Corporation Company of the existence of any event of the nature described referred to in paragraph (xii) of Section 4.4(g1(c), such holder will forthwith discontinue disposition of Registrable Securities until such holder receives holders receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 4.4(g) such paragraph, or until it is advised in writing by the Corporation Company that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectusProspectus, and, if so directed by the CorporationCompany, such holder will deliver to the Corporation Company (at the Corporation's its expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus Prospectus covering such Registrable Securities current at the time of receipt of such notice; and (e) Such other conditions as the Company may impose on a Stockholder that becomes party to this Agreement after the date hereof (which conditions shall be set forth in the instrument pursuant to which such Stockholder becomes party to this Agreement). In addition, it shall be a condition to a Safesite Stockholder's right to request that the Company effect the registration under the Securities Act pursuant to Section 1(b) that such Safesite Stockholder, or both Safesite Stockholders, request the registration of shares of Registrable Securities having a proposed public offering price of at least $10,000,000.

Conditions to Registration. Each holder's Holder’s right to have its Registrable Securities included in any registration statement Registration Statement filed by the Corporation Company in accordance with the provisions of this Agreement Section 2 shall be subject to the following conditions: (a) The holders of Holders on whose behalf such Registrable Securities are to be included in such registration statement shall be required to furnish the Corporation Company in a timely manner with all information requested by the Corporation in writing and undertakings required by the applicable rules and regulations of the SEC or otherwise applicable state blue sky and other securities laws, rules or regulations concerning the proposed method or methods of disposition of such securities, the identity of and compensation to be paid to any proposed underwriters to be employed in connection therewith, and such other information or undertakings as may be reasonably required by the Corporation or its counsel in order to enable them Company properly to prepare and file such registration statement Registration Statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten to register and qualify such holder shall (i) agree to sell its Registrable Securities on any reasonable for offer and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute sale under all questionnaires, powers of attorney, indemnities, underwriting agreements applicable state blue sky and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations securities laws, rules or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distributionregulations; (b) If any such holder Holder desires to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder Holder shall execute and deliver to the Corporation Company such written undertakings as the Corporation Company and its counsel may reasonably request require in order to assure full compliance with applicable relevant provisions of the Securities Act and the Exchange ActAct and all applicable state blue sky and other securities laws, rules or regulations; (c) Such holder In the case of any registration requested pursuant to the provisions of Section 2(b), the offering price for any Registrable Securities to be so registered shall agree that as be no less than for any securities of the date that a final prospectus is made available same class then to it be registered for distribution to prospective purchasers sale for the account of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of Company or other security holders, unless such Registrable Securities and will deliver or cause are to be delivered a copy of such final prospectus offered from time to each Person who received a copy of any preliminary prospectus prior to sale of any of time based on the Registrable Securities to such Personsprevailing market price; and (d) Upon receipt In the case of any notice from the Corporation underwritten offering on behalf of the existence Holders of any event of the nature described in Section 4.4(g)Registrable Securities, such holder Holders will forthwith discontinue disposition enter into such agreements (including underwriting agreements and lock-up agreements) as the managing underwriters shall reasonably request and as are customary in similar circumstances, provided, however, that no such agreements shall require any Holder to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the ownership of such Holder’s Registrable Securities until and such holder receives copies Holder’s intended method of the supplemented or amended prospectus contemplated by Section 4.4(g) or until it is advised in writing by the Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Corporation, such holder will deliver to the Corporation (at the Corporation's expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticedistribution.

Conditions to Registration. Each holderThe Company's right to have its Registrable Securities included in any registration statement filed by the Corporation in accordance with the provisions of obligations under this Agreement shall be to register any Shares owned by a Registered Owner are subject to the following conditionsconditions precedent: (a) The holders Subject to any limitation imposed by section 7(a), the minimum number of Registrable Securities to be included Shares that the Registered Owners, in such registration statement shall furnish the Corporation aggregate, must include in a timely manner with registration request pursuant to section 3 is that number of Shares equal to the average weekly trading volume of the Common Stock for the four weeks preceding the effective date of the registration request, as reported on all information requested national securities exchanges or (if the Common Stock is not traded on a national securities exchange) as reported through an automated quotation system (such as the Nasdaq Stock Market), or, if fewer, all the Shares then owned by the Corporation in writing and required by the applicable rules and regulations of the SEC or otherwise reasonably required by the Corporation or its counsel in order to enable them properly to prepare and file such registration statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distributionRegistered Owners; (b) If any such holder desires The Registered Owner must have performed in all material respects all agreements and obligations under this Agreement that are required to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder shall execute and deliver to be performed by it in connection with the Corporation such written undertakings as the Corporation and its counsel may reasonably request in order to assure full compliance with applicable provisions registration of the Securities Act and the Exchange ActShares; (c) Such holder shall agree that as If the registration is a piggy-back registration, the inclusion of the date Shares in the registration must not violate any provisions of the Securities Act, any rule, regulation, pronouncement of the SEC under the Securities Act, or requirement or condition of eligibility to use the registration form selected by the Company, or any contractual obligation of the Company; (d) If the registration is a piggy-back registration that will involve an underwritten offering of Common Stock by the Company for cash consideration, and if the Company so requests, the Registered Owner must agree to sell the registered Shares through the underwriter or syndicate of underwriters selected by the Company, on the same underwriting terms and conditions that the Company will offer and sell shares of Common Stock in the underwriting, and pursuant to an underwriting agreement that complies with all the requirements of subsections 6(d) (i) -(v); and (e) Before the filing of a final prospectus is made available registration statement pertaining to it for distribution the registration, the Registered Owner must deliver to prospective purchasers the Company one or more agreements in form and content reasonably satisfactory to the Company's legal counsel that: (i) Reaffirm all or any part of Registrable Securities it shall cease the agreements and obligations of the Registered Owner that are set forth in this Agreement; (ii) Represent and warrant that the Registered Owner has, and will have at the time of sale of the Shares included in the registration, good and valid title to distribute copies of any preliminary prospectus prepared those Shares and full right, power, and authority to sell, assign, transfer, and deliver those Shares; and (iii) Designate a law firm to act as the Registered Owner's legal counsel in connection with the offer and sale of such Registrable Securities and will deliver or cause to be delivered a copy of such final prospectus to each Person who received a copy of any preliminary prospectus prior to sale of any registration of the Registrable Securities to such Persons; and (d) Upon receipt of any notice from the Corporation of the existence of any event of the nature described in Section 4.4(g), such holder will forthwith discontinue disposition of Registrable Securities until such holder receives copies of the supplemented or amended prospectus contemplated by Section 4.4(g) or until it is advised in writing by the Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Corporation, such holder will deliver to the Corporation (at the Corporation's expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticeShares.