Common use of Conditions to Required Registration Clause in Contracts

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) for a period not exceeding 90 days if Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a): (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in total; (iii) within 90 days after the effective date of a registration referred to in Section 9(b) pursuant to which the Holder or Holders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless a request therefor is made to Issuer by the Holder or Holders of at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer AFC shall use all reasonable efforts to cause each registration statement referred to in Section 9(a10(a) of this Agreement to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; , provided, however, that Issuer AFC may delay any registration of Option Shares required pursuant to Section 9(a10(a) of this Agreement for a period not exceeding 90 days if Issuer provided AFC shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by IssuerAFC, and Issuer AFC shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):10(a) hereof: (i) prior Prior to the earliest of (A) termination of the Plan pursuant to Article VII VI thereof, (B) failure to obtain the requisite stockholder approval pursuant to Section 6.01 of Article VI of the Plan, and (BC) a Purchase Event or a Preliminary Purchase Event; (ii) on On more than one occasion during any calendar year and on more than two occasions in totalyear; (iii) within Within 90 days after the effective date of a registration referred to in Section 9(b) of this Agreement pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless Unless a request therefor is made to Issuer AFC by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer AFC Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer AFC shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer AFC shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer AFC shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(asubparagraph (a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; , provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(asubparagraph (a) above for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):subparagraph (a) above: (i) prior to the earliest of (Aa) termination of the Plan pursuant to Article VII thereof, (b) failure to obtain the requisite stockholder approval pursuant to Paragraph (A) of Article VI of the Plan, and (Bc) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totaloccasions; (iii) more than once during any calendar year; (iv) within 90 days after the effective date of a registration referred to in Section 9(bsubparagraph (b) above pursuant to which the Holder holder or Holders holders of the Option Shares concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (ivv) unless a request therefor is made to Issuer by the Holder holder or Holders holders of at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all ----------------------------------- reasonable efforts to cause each registration statement referred to in Section 9(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) above for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):) above: (i) prior to the earliest of (Aa) termination of the Plan pursuant to Article VII thereof, (b) failure to obtain the requisite shareholder approval pursuant to Section 6.01 of the Plan, and (Bc) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totalyear; (iii) within 90 days after the effective date of a registration referred to in Section 9(b) above pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless a request therefor is made to Issuer by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) for a period not exceeding 90 days if Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a): (i) prior to the earliest of (A) termination of the Plan Affiliation Agreement pursuant to Article VII XI thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in total; (iii) within 90 days after the effective date of a registration referred to in Section 9(b) pursuant to which the Holder or Holders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless a request therefor is made to Issuer by the Holder or Holders of at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business. Notwithstanding anything to the contrary contained herein, in no event shall Issuer be obligated to effect more than two registrations pursuant to this Section 9 by reason of the fact that there shall be more than one Holder as a result of any assignment or division of this Agreement.

Conditions to Required Registration. Issuer shall use all its reasonable best efforts to cause each registration statement referred to in Section 9(a10(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effectiveeffective as may be reasonably necessary to effect such sale or other disposition; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a10(a) above for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by IssuerIssuer then in registration, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):10(a) above: (i) prior to the earliest earlier of (Aa) termination of the Plan Merger Agreement pursuant to Article VII thereof, thereof and (Bb) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totalthree occasions; (iii) within 90 days after the effective date of a registration referred to in Section 9(b10(b) above pursuant to which the Holder Selling Stockholder or Holders Selling Stockholders concerned were afforded the opportunity to register all such shares under the Securities Act and such shares were registered as to the extent requested; and; (iv) unless a request therefor is made to Issuer by the Holder or Holders of register at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock and other securities issuable upon exercise of the Option) then outstanding; and (v) after the first date upon which the aggregate number of Option Shares (including shares of Issuer Common Stock and other securities issuable upon exercise of the Option) then outstanding is less than 1% of the aggregate issued and outstanding shares of Issuer Common Stock. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement (other than a shelf registration statement referred to in Section 10(a)) after the expiration of nine three months from the effective date of such registration statement. Issuer shall use all its reasonable best efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business. If requested by any such Grantee in connection with such registration, Issuer shall become a party to any underwriting agreement relating to the sale of such shares, but only to the extent of obligating itself in respect of representations, warranties, indemnities and other agreements customarily included in secondary offering underwriting agreements. Upon receiving any request under this Section 10 from any Grantee, Issuer agrees to send a copy thereof to any other person known to Issuer to be entitled to registration rights under this Section 10, in each case by promptly mailing the same, postage prepaid, to the address of record of the persons entitled to receive such copies.

Conditions to Required Registration. Issuer shall use all ----------------------------------- commercially reasonable efforts to cause each registration statement referred to in Section 9(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) above for a period not exceeding 90 180 days if Issuer shall determines, in the good faith determine exercise of its reasonable business judgment, that any such registration and offering could adversely effect or interfere with bona fide financing plans of Issuer or would require disclosure of information, the premature disclosure of which could adversely affect an offering Issuer or contemplated offering of other securities any transaction under active consideration by Issuer. Notwithstanding anything to the contrary stated herein, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):) above: (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totalyear; (iiiii) within 90 180 days after the effective date of a registration referred to in Section 9(b) above pursuant to which the Holder or Holders concerned were afforded the opportunity to register or qualify such shares under the Securities Act and such shares were registered or qualified as requested; , and (iviii) unless a request therefor is made to Issuer by the Holder or Holders of that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine six months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to the general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all its reasonable best efforts to cause each registration statement referred to in Section 9(a10(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effectiveeffective as may be reasonably necessary to effect such sale or other disposition; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a10(a) above for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by IssuerIssuer then in registration, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):10(a) above: (i) prior to the earliest earlier of (Aa) termination of the Plan Merger Agreement pursuant to Article VII thereof, thereof and (Bb) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totalthree occasions; (iii) within 90 days after the effective date of a registration referred to in Section 9(b10(b) above pursuant to which the Holder Selling Stockholder or Holders Selling Stockholders concerned were afforded the opportunity to register all such shares under the Securities Act and such shares were registered as to the extent requested; and (iv) unless a request therefor is made to Issuer by the Holder or Holders of register at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock and other securities issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement (other than a shelf registration statement referred to in Section 10(a)) after the expiration of nine three months from the effective date of such registration statement. Issuer shall use all its reasonable best efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business. If requested by any such Grantee in connection with such registration, Issuer shall become a party to any underwriting agreement relating to the sale of such shares, but only to the extent of obligating itself in respect of representations, warranties, indemnities and other agreements customarily included in secondary offering underwriting agreements. Upon receiving any request under this Section 10 from any Grantee, Issuer agrees to send a copy thereof to any other person known to Issuer to be entitled to registration rights under this Section 10, in each case by promptly mailing the same, postage prepaid, to the address of record of the persons entitled to receive such copies. Notwithstanding anything else in this Section 10, in lieu of complying with its obligations pursuant to a request made by any Grantee under this Section 10, Issuer may, at its election, repurchase the Option Shares requested to be registered by such Grantee at a purchase price per share equal to the average closing price of such Option Shares during the 10 business days preceding the date on which Issuer gives notice to Grantee of its intention to repurchase such Option Shares (which notice shall be given no later than 15 days after Grantee has given notice to Issuer of its election to exercise its registration rights under Section 10(a) or 10(b)).

Conditions to Required Registration. Issuer shall use all reasonable best efforts to cause each registration statement referred to in Section 9(a10(a) of this Agreement to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; , provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a10(a) of this Agreement for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):10(a) hereof: (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totalthree occasions; (iii) within 90 180 days after the effective date of a registration referred to in Section 9(b10(b) of this Agreement pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless a request therefor is made to Issuer by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a10(a) of this Agreement to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; , provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a10(a) of this Agreement for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):10(a) hereof: (i) prior Prior to the earliest of (A) termination of the Plan Merger Agreement pursuant to Article VII VI thereof, (B) failure to obtain the requisite stockholder approval pursuant to Section 6.1(b) of the Merger Agreement, and (BC) a Purchase Event or a Preliminary Purchase Event; (ii) on On more than one occasion during any calendar year and on more than two occasions in totalyear; (iii) within Within 90 days after the effective date of a registration referred to in Section 9(b10(b) of this Agreement pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless Unless a request therefor is made to Issuer by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a6(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of any shares of Common Stock issued upon total or partial exercise of this Option Shares (the "Option Shares") required pursuant to Section 9(a6(a) above for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by IssuerIssuer (provided that this right may not be exercised more than once during any twelve (12) month period), and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):6(a) above: (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and year; (ii) on more than two occasions in total; (iii) unless Grantee requests that at least half of the Option Shares be registered; (iv) within 90 ninety (90) days after the effective date of a registration referred to in Section 9(b6(b) above pursuant to which the Holder or Holders concerned were Grantee was afforded the opportunity to register such shares under the Securities Act and not less than 25% of such shares were registered as requested, nor shall Grantee sell or otherwise transfer any Option Shares during such period if requested by Issuer on behalf of the underwriters of any Common Stock offering made on behalf of Issuer; andor (ivv) unless a request therefor is made to Issuer by if all the Holder or Holders of at least 25% or more of the aggregate number of Option Shares proposed to be registered could be sold by Grantee in a ninety (including shares of Issuer Common Stock issuable upon exercise of the Option90) then outstandingday period in accordance with Rule 144. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months ninety (90) days from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business. Grantee shall provide Issuer with all information reasonably requested by Issuer that is necessary for inclusion in any registration statement required to be filed hereunder.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) above for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):) above: (i) prior to the earliest of (Aa) termination of the Plan pursuant to Article VII thereof, (b) failure to obtain the requisite shareholder approval pursuant to Section 6.1(a) of the Plan, and (Bc) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totalyear; (iii) within 90 days after the effective date of a registration referred to in Section 9(b) above pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless a request therefor is made to Issuer by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) for a period not exceeding 90 days if Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a): (i) prior Prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on On more than one occasion during any calendar year and on more than two occasions in total; (iii) within Within 90 days after the effective date of a registration referred to in Section 9(b) pursuant to which the Holder or Holders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless Unless a request therefor is made to Issuer by the Holder or Holders of at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer FBI shall use all reasonable efforts to cause each registration statement referred to in Section 9(a10(a) of this Agreement to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; , provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) for a period not exceeding 90 days if Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer FBI shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):10(a) hereof: (i) prior Prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on On more than one occasion during any calendar year and on more than two occasions in totaloccasion; (iii) within Within 90 days after the effective date of a registration referred to in Section 9(b) of this Agreement pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless Unless a request therefor is made to Issuer FBI by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer FBI Common Stock issuable upon exercise of the Option) then outstanding. Notwithstanding the foregoing, if, at the time of any request by DCB for registration of the Option or Option Shares as provided above, Issuer is in registration with respect to an underwritten public offering of shares of Common Stock, and if in the good faith judgment of the managing underwriter or managing underwriters, or, if none, the sole underwriter or underwriters, of such offering the inclusion of the Holder's Option or Option Shares would interfere with the successful marketing of the shares of Common Stock offered by Issuer, the number of Option Shares otherwise to be covered in the registration statement contemplated hereby may be reduced; provided, however, that after any such required reduction the number of Option Shares to be included in such offering for the account of the Holder shall constitute at least 25% of the total number of shares to be sold by the Holder and Issuer in the aggregate (the "Cutback"); and provided further, however, that if such reduction occurs, then the Issuer shall file a registration statement for the balance of the Option Shares as promptly as practicable and no reduction shall thereafter occur. Each such Holder shall provide all information reasonably requested by Issuer for inclusion in any registration statement to be filed hereunder. In addition to the foregoing, Issuer FBI shall not be required to maintain the effectiveness of any registration statement after the expiration of nine six months from the effective date of such registration statement. Issuer FBI shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer FBI shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer LISB shall use all reasonable efforts to cause each registration statement referred to in Section 9(a10(a) of this Agreement to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; , provided, however, that Issuer LISB may delay any registration of Option Shares required pursuant to Section 9(a10(a) of this Agreement for a period not exceeding 90 days if Issuer provided LISB shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by IssuerLISB, and Issuer LISB shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):10(a) hereof: (i) prior Prior to the earliest of (A) termination of the Plan pursuant to Article VII VI thereof, (B) failure to obtain the requisite stockholder approval pursuant to Section 6.01 of Article VI of the Plan, and (BC) a Purchase Event or a Preliminary Purchase Event; (ii) on On more than one occasion during any calendar year and on more than two occasions in totalyear; (iii) within Within 90 days after the effective date of a registration referred to in Section 9(b) of this Agreement pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless Unless a request therefor is made to Issuer LISB by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer LISB Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer LISB shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer LISB shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer LISB shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all ----------------------------------- reasonable efforts to cause each registration statement referred to in Section 9(a10(a) of this Agreement to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; , provided, however, that Issuer may delay any -------- ------- registration of Option Shares required pursuant to Section 9(a10(a) of this Agreement for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):10(a) hereof: (i) prior Prior to the earliest of (A) termination of the Plan Merger Agreement pursuant to Article VII VI thereof, (B) failure to obtain the requisite stockholder approval pursuant to Section 6.1(b) of the Merger Agreement, and (BC) a Purchase Event or a Preliminary Purchase Event; (ii) on On more than one occasion during any calendar year and on more than two occasions in totalyear; (iii) within Within 90 days after the effective date of a registration referred to in Section 9(b10(b) of this Agreement pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless Unless a request therefor is made to Issuer by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer -------- ------- shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all its reasonable best efforts to cause each registration statement referred to in Section 9(a10(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effectiveeffective as may be reasonably necessary to effect such sale or other disposition; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a10(a) above for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer or would require disclosure of nonpublic information that would materially and adversely affect Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):10(a) above: (i) prior to the earliest earlier of (Aa) termination of the Plan Merger Agreement pursuant to Article VII thereof, thereof and (Bb) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totalthree occasions; (iii) within 90 days after the effective date of a registration referred to in Section 9(b10(b) above pursuant to which the Holder Selling Stockholder or Holders Selling Stockholders concerned were afforded the opportunity to register all such shares under the Securities Act and such shares were registered as to the extent requested; and (iv) unless a request therefor is made to Issuer by the Holder or Holders of register at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock and other securities issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine three months from the effective date of such registration statement. Issuer shall use all its reasonable best efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business. If requested by any such Grantee in connection with such registration, Issuer shall become a party to any underwriting agreement relating to the sale of such shares, but only to the extent of obligating itself in respect of representations, warranties, indemnities and other agreements customarily included in secondary offering underwriting agreements. Upon receiving any request under this Section 10 from any Grantee, Issuer agrees to send a copy thereof to any other person known to Issuer to be entitled to registration rights under this Section 10, in each case by promptly mailing the same, postage prepaid, to the address of record of the persons entitled to receive such copies. Notwithstanding anything else in this Section 10, in lieu of complying with its obligations pursuant to a request made by any Grantee under this Section 10, Issuer may, at its election, repurchase the Option Shares requested to be registered by such Grantee at a purchase price per share equal to the average closing price of such Option Shares during the ten business days preceding the date on which Issuer gives notice to Grantee of its intention to repurchase such Option Shares (which notice shall be given no later than fifteen days after Grantee has given notice to Issuer of its election to exercise its registration rights under Section 10(a) or 10(b)).

Conditions to Required Registration. Issuer The Company shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; providedPROVIDED, howeverHOWEVER, that Issuer the Company may delay any registration of Option Shares required pursuant to Section 9(a) above for a period not exceeding 90 seventy-five (75) days if Issuer provided the Company shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuerthe Company (provided that this right may not be exercised more than once during any twelve (12) month period), and Issuer the Company shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):) above: (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and year; (ii) on more than two occasions in total; (iii) within 90 ninety (90) days after the effective date of a registration referred to in Section 9(b) above pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and; (iv) unless a request therefor is made to Issuer the Company by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock Company Ordinary Shares issuable upon exercise of the this Option) then outstanding; or (v) if all the Option Shares proposed to be registered could be sold by the Selling Shareholders in a ninety (90) day period in accordance with Rule 144. In addition to the foregoing, Issuer the Company shall not be required to maintain the effectiveness of any registration statement, other than a registration statement filed under Rule 415, after the expiration of nine six (6) months from the effective date of such registration statement. Issuer The Company shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares; PROVIDED, provided, howeverHOWEVER, that Issuer the Company shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) above for a period not exceeding 90 days if Issuer shall determines, in the good faith determine exercise of its reasonable business judgment, that any such registration and offering could adversely effect or interfere with bona fide financing plans of Issuer or would require disclosure of information, the premature disclosure of which could adversely affect an offering Issuer or contemplated offering of other securities any transaction under active consideration by Issuer. Notwithstanding anything to the contrary stated herein, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):) above: (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totalyear; (iiiii) within 90 days after the effective date of a registration referred to in Section 9(b) above pursuant to which the Holder or Holders concerned were afforded the opportunity to register or qualify such shares under the Securities Act and such shares were registered or qualified as requested; , and (iviii) unless a request therefor is made to Issuer by the Holder or Holders of that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to the general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer The Company shall use all reasonable efforts to cause each registration statement referred to in Section 9(a8(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; providedPROVIDED, howeverHOWEVER, that Issuer the Company may delay any registration of Option Optioned Shares required pursuant to Section 9(a8(a) above for a period not exceeding 90 days if Issuer provided the Company shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuerthe Company (provided that this right may not be exercised more than once during any twelve (12) month period), and Issuer the Company shall not be required to register Option Optioned Shares under the Securities Act pursuant to Section 9(a):8(a) above: (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and year; (ii) on more than two occasions in total; (iii) within 90 ninety (90) days after the effective date of a registration referred to in Section 9(b8(b) above pursuant to which the Holder or Holders concerned were Optionee was afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; andor (iv) unless a request therefor is made if all the Optioned Shares proposed to Issuer be registered could be sold by the Holder or Holders of at least 25% or more of the aggregate number of Option Shares Optionee in a ninety (including shares of Issuer Common Stock issuable upon exercise of the Option90) then outstandingday period in accordance with Rule 144. In addition to the foregoing, Issuer the Company shall not be required to maintain the effectiveness of any registration statement, other than a registration statement filed under Rule 415, after the expiration of nine six (6) months from the effective date of such registration statement. Issuer The Company shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Optioned Shares so registered in accordance with the intended method of distribution for such shares; PROVIDED, provided, howeverHOWEVER, that Issuer the Company shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business. The Optionee shall provide the Company with all information reasonably requested by the Company that is necessary for inclusion in any registration statement required to be filed hereunder.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(asubparagraph (a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; , provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(asubparagraph (a) above for a period not exceeding 90 days if in the event that Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):subparagraph (a) above: (i) prior to the earliest of (Aa) termination of the Plan pursuant to Article VII thereofMerger Agreement, and (Bb) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totaloccasions; (iii) more than once during any calendar year; and (iv) within 90 days after the effective date of a registration referred to in Section 9(bsubparagraph (b) above pursuant to which the Holder holder or Holders holders of the Option Shares concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and. (ivv) unless a request therefor is made to Issuer by the Holder or Holders selling holders of Option Shares holding at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months 180 days from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable ----------------------------------- efforts to cause each registration statement referred to in Section 9(asubparagraph (a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, howeverPROVIDED, HOWEVER, that Issuer may delay any registration of Option Shares required pursuant to Section 9(asubparagraph (a) above for a period not exceeding 90 180 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):subsection (a) above: (i) prior to the earliest of (Aa) termination of the Plan pursuant to Article VII Section 6.1 thereof, (b) failure to obtain the requisite stockholder approval pursuant to Section 4.8 of the Plan, and (Bc) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totalyear; (iii) within 90 days after the effective date of a registration referred to in Section 9(bsubsection (b) above pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless a request therefor is made to Issuer by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, providedPROVIDED, howeverHOWEVER, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of or Option Shares required pursuant to Section 9(a) for a period not exceeding 90 days if Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):): -11- (i) prior to the earliest of (A) termination of the Plan Merger Agreement pursuant to Article VII the terms thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in total; (iii) within 90 days after the effective date of a registration referred to in Section 9(b) pursuant to which the Holder or Holders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless a request therefor is made to Issuer by the Holder or Holders of at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer The Company shall use all reasonable efforts to cause each registration statement referred to in Section 9(a8(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer the Company may delay any registration of Option Optioned Shares required pursuant to Section 9(a8(a) above for a period not exceeding 90 days if Issuer provided the Company shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuerthe Company (provided that this right may not be exercised more than once during any twelve (12) month period), and Issuer the Company shall not be required to register Option Optioned Shares under the Securities Act pursuant to Section 9(a):8(a) above: (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and year; (ii) on more than two occasions in total; (iii) within 90 ninety (90) days after the effective date of a registration referred to in Section 9(b8(b) above pursuant to which the Holder or Holders concerned were Optionee was afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; andor (iv) unless a request therefor is made if all the Optioned Shares proposed to Issuer be registered could be sold by the Holder or Holders of at least 25% or more of the aggregate number of Option Shares Optionee in a ninety (including shares of Issuer Common Stock issuable upon exercise of the Option90) then outstandingday period in accordance with Rule 144. In addition to the foregoing, Issuer the Company shall not be required to maintain the effectiveness of any registration statement, other than a registration statement filed under Rule 415, after the expiration of nine six (6) months from the effective date of such registration statement. Issuer The Company shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Optioned Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer the Company shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business. The Optionee shall provide the Company with all information reasonably requested by the Company that is necessary for inclusion in any registration statement required to be filed hereunder.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a10(a) of this Agreement to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; , provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a10(a) of this Agreement for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):10(a) hereof: (i) prior Prior to the earliest of (A) termination of the Plan Merger Agreement pursuant to Article VII VI thereof, (B) failure to obtain the requisite stockholder approval pursuant to Section 6.1(b) of the Merger Agreement, and (BC) a Purchase Event or a Preliminary Purchase Event; (ii) on On more than one occasion during any calendar year and on more than two occasions in totalyear; (iii) within Within 90 days after the effective date of a registration referred to in Section 9(b10(b) of this Agreement pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless Unless a request therefor is made to Issuer by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state or local securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state or locality where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) for a period not exceeding 90 days if Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a): (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totalyear; (iii) within 90 days after the effective date of a registration referred to in Section 9(b) pursuant to which the Holder or Holders concerned were afforded the opportunity opportu- nity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless a request therefor is made to Issuer by the Holder or Holders of at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution distri- bution for such shares, provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts (a) The Company's obligation to cause each registration statement referred make any filing under Section 2.1 may be deferred by the Company for an appropriate period (not to in Section 9(aexceed 90 days) to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) for a period not exceeding 90 days if Issuer the Company shall in good faith determine that any such registration the registration, qualification, or filing for exemption would adversely have a material adverse affect on an offering or contemplated offering or a material acquisition, merger, or other corporate transaction to which the Company or any of its subsidiaries is, or is expected to be, a party or any other securities by Issuerpending material corporate development. The Company shall have no obligation to register, qualify, or file for exemption with respect to shares of Registrable Securities in accordance with this Section 2 if counsel to the Company provides a written opinion to the Company and Issuer the requesting holders that the shares of Registrable Securities requested to be registered may be sold in one or more public transactions within a period of 90 days pursuant to Rule 144 under the Securities Act, or any successor rule thereto. (b) In addition, the Company shall not be required to register Option Shares take any action under the Securities Act pursuant to Section 9(a):2.1: (i) prior to the earliest more than once during any period of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event12 consecutive calendar months; (ii) on more than one occasion during for any calendar year and on more than two occasions in total; (iii) holder of Registrable Securities, within 90 days after the effective date of a registration referred to in Section 9(b) 2.1 or Section 2.3 pursuant to which the Holder or Holders concerned were such holder was afforded the opportunity to register such shares Registrable Securities under the Securities Act but declined so to do; (iii) within 90 days following the execution of an underwriting agreement with respect to any underwritten public offering of securities by the Company if the managing underwriter with respect to such proposed public offering by the Company advises the Company and the holder or holders requesting registration in writing that such proposed public offering by such holder or holders would impair the public offering by the Company; PROVIDED THAT if such managing underwriter shall have advised the Company that a portion of the Registrable Securities as to which registration shall have been requested could be registered, then such shares were shall be registered as requested; andin proportion to the total number of shares of Registrable Securities which each holder shall have requested to have registered hereunder; (iv) unless a request therefor is made to Issuer by if such action would require the Holder or Holders of at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, provided, however, that Issuer shall not be required to consent to general jurisdiction or Company to qualify as a foreign corporation to do business or file a general consent to service of process in any state where or jurisdiction in which it is not otherwise required then qualified or as to so which it has not previously filed a general consent to such jurisdiction or to so qualify to do businessservice of process; or (v) if filing the registration statement would require a special audit.

Conditions to Required Registration. Issuer shall use all its reasonable best efforts to cause each registration statement referred to in Section 9(a10(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a10(a) above for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):10(a) above: (i) prior to the earliest earlier of (Aa) termination of the Plan Merger Agreement pursuant to Article VII thereof, VIII thereof and (Bb) a Purchase Event or a Preliminary Purchase Subsequent Triggering Event; (ii) on more than one occasion two occasions during any calendar year and on more than two occasions in totalyear; (iii) within 90 days after the effective date of a registration referred to in Section 9(b10(b) above pursuant to which the Holder Selling Stockholder or Holders Selling Stockholders concerned were afforded the opportunity to register all such shares under the Securities Act and such shares were registered as to the extent requested; and (iv) unless a request therefor is made to Issuer by the Holder or Holders of Selling Stockholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock and other securities issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine six months from the effective date of such registration statement. Issuer shall use all its reasonable best reasonable efforts to 16 make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business. If requested by any such Holder in connection with such registration, Issuer shall become a party to any underwriting agreement relating to the sale of such shares, but only to the extent of obligating itself in respect of representations, warranties, indemnities and other agreements customarily included in secondary offering underwriting agreements. Upon receiving any request under this Section 10 from any Holder, Issuer agrees to send a copy thereof to any other person known to Issuer to be entitled to registration rights under this Section 10, in each case by promptly mailing the same, postage prepaid, to the address of record of the persons entitled to receive such copies.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) above for a period not exceeding 90 ninety (90) days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):) above: (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totalyear; (iiiii) within 90 ninety (90) days after the effective date of a registration referred to in Section 9(b) above pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iviii) unless a request therefor is made to Issuer by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine (9) months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(asubparagraph (a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; , provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(asubparagraph (a) above for a period not exceeding 90 days if in the event that Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a): subparagraph (a) above: (i) prior to the earliest of (Aa) termination of the Plan pursuant to Article VII thereofMerger Agreement, and (Bb) a Purchase Event or a Preliminary Purchase Event; ; (ii) on more than one occasion two occasions; (iii) more than once during any calendar year year; and on more than two occasions in total; (iiiiv) within 90 days after the effective date of a registration referred to in Section 9(bsubparagraph (b) above pursuant to which the Holder holder or Holders holders of the Option Shares concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and . (ivv) unless a request therefor is made to Issuer by the Holder or Holders selling holders of Option Shares holding at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months 180 days from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) above for a period not exceeding 90 ninety (90) days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):) above: (i1) prior to the earliest of (Aa) termination of the Plan Acquisition Agreement pursuant to Article VII 10 thereof, (b) failure to obtain the requisite shareholder approval pursuant to Section 8.1 of the Acquisition Agreement, and (Bc) a Purchase Event or a Preliminary Purchase Event; (ii2) on more than one occasion during any calendar year and on more than two occasions in totalyear; (iii3) within 90 ninety (90) days after the effective date of a registration referred to in Section 9(b) above pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv4) unless a request therefor is made to Issuer by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine (9) months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer FFVA Financial shall use all reasonable efforts to cause each registration statement referred to in Section 9(a(1) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer FFVA Financial may delay any registration of Option Shares required pursuant to Section 9(a(1) above for a period not exceeding 90 days if Issuer provided FFVA Financial shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer FFVA Financial. FFVA Financial shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):(1) above: (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Eventon more than two occasions; (ii) on more than one occasion once during any calendar year and on more than two occasions in totalyear; (iii) within 90 days after the effective date of a registration referred to in Section 9(b) 2 above pursuant to which the Holder holder or Holders holders of the Option Shares concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless a request therefor is made to Issuer FFVA Financial by the Holder holder or Holders holders of at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer FFVA Financial shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer FFVA Financial shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer FFVA Financial shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) for a period not exceeding 90 days if Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a): (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, thereof and (B) a Purchase Event or a Preliminary Purchase that occurs prior to an Exercise Termination Event; (ii) on more than one occasion during any calendar year and on more than two occasions in total; (iii) within 90 days after the effective date of a registration referred to in Section 9(b) pursuant to which the Holder or Holders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless a request therefor is made to Issuer by the Holder or Holders of at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.of

Conditions to Required Registration. Issuer shall use all reasonable ----------------------------------- efforts to cause each registration statement referred to in Section 9(a6(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, -------- however, that Issuer may delay any registration of any shares of Common Stock ------- issued upon total or partial exercise of this Option Shares (the "Option Shares") ------------- required pursuant to Section 9(a6(a) above for a period not exceeding 90 days if provided Issuer shall -58- in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by IssuerIssuer (provided that this right may not be exercised more than once during any twelve (12) month period), and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):6(a) above: (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and year; (ii) on more than two occasions in total; (iii) unless Grantee requests that at least half of the Option Shares be registered; (iv) within 90 ninety (90) days after the effective date of a registration referred to in Section 9(b6(b) above pursuant to which the Holder or Holders concerned were Grantee was afforded the opportunity to register such shares under the Securities Act and not less than 25% of such shares were registered as requested, nor shall Grantee sell or otherwise transfer any Option Shares during such period if requested by Issuer on behalf of the underwriters of any Common Stock offering made on behalf of Issuer; andor (ivv) unless a request therefor is made to Issuer by if all the Holder or Holders of at least 25% or more of the aggregate number of Option Shares proposed to be registered could be sold by Grantee in a ninety (including shares of Issuer Common Stock issuable upon exercise of the Option90) then outstandingday period in accordance with Rule 144. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months ninety (90) days from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer -------- ------- shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business. Grantee shall provide Issuer with all information reasonably requested by Issuer that is necessary for inclusion in any registration statement required to be filed hereunder.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a11(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a11(a) above for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):11(a) above: (i) prior to the earliest of (Aa) termination of the Plan Merger Agreement pursuant to Article VII thereof, (b) failure to obtain the Company Stockholder Approval, and (Bc) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion two occasions during any calendar year and on more than two occasions in totalyear; (iii) within 90 days after the effective date of a registration referred to in Section 9(b11(b) above pursuant to which the Holder Selling Stockholder or Holders Selling Stockholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and; (iv) unless a request therefor is made to Issuer by the Holder or Holders of Selling Stockholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock and other securities issuable upon exercise of the Option) then outstanding; and (v) after such date as all the Option Shares may be resold in one transaction pursuant to Rule 144 of the Securities Act (or any successor or similar rule or act). In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months one year from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business. If requested by any such Holder in connection with such registration, Issuer shall become a party to any underwriting agreement relating to the sale of such shares, but only to the extent of obligating itself in respect of representations, warranties, indemnities and other agreements customarily included in secondary offering underwriting agreements. Upon receiving any request under this Section 11 from any Holder, Issuer agrees to send a copy thereof to any other person known to Issuer to be entitled to registration rights under this Section 11, in each case by promptly mailing the same, postage prepaid, to the address of record of the persons entitled to receive such copies.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a11(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a11(a) above for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):11(a) above: (i1) prior to the earliest of (A1) termination of the Plan Merger Agreement pursuant to Article VII thereof, 2) failure to obtain the Company Stockholder Approval, and (B3) a Purchase Event or a Preliminary Purchase Event; (ii2) on more than one occasion during any calendar year and on more than two occasions in totalduring any calendar year; (iii3) within 90 days after the effective date of a registration referred to in Section 9(b11(b) above pursuant to which the Holder Selling Stockholder or Holders Selling Stockholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and; (iv4) unless a request therefor is made to Issuer by the Holder or Holders of Selling Stockholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock and other securities issuable upon exercise of the Option) then outstanding; and (5) after such date as all the Option Shares may be resold in one transaction pursuant to Rule 144 of the Securities Act (or any successor or similar rule or act). In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months one year from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business. If requested by any such Holder in connection with such registration, Issuer shall become a party to any underwriting agreement relating to the sale of such shares, but only to the extent of obligating itself in respect of representations, warranties, indemnities and other agreements customarily included in secondary offering underwriting agreements. Upon receiving any request under this Section 11 from any Holder, Issuer agrees to send a copy thereof to any other person known to Issuer to be entitled to registration rights under this Section 11, in each case by promptly mailing the same, postage prepaid, to the address of record of the persons entitled to receive such copies.

Conditions to Required Registration. Issuer Company shall use all its reasonable best efforts to cause each registration statement referred to in Section 9(a10(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effectiveeffective as may be reasonably necessary to effect such sale or other disposition; providedPROVIDED, howeverHOWEVER, that Issuer Company may delay any registration of Option Shares required pursuant to Section 9(a10(a) above for a period not exceeding 90 days if Issuer provided Company shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by IssuerCompany or would require disclosure of nonpublic information that would materially and adversely affect Company, and Issuer Company shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):10(a) above: (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase an Acquisition Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totalthree occasions; (iii) within 90 days after the effective date of a registration referred to in Section 9(b10(b) above pursuant to which the Holder Selling Stockholder or Holders Selling Stockholders concerned were afforded the opportunity to register all such shares under the Securities Act and such shares were registered as to the extent requested; and (iv) unless a request therefor is made to Issuer by the Holder or Holders of register at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Company Common Stock Shares and other securities issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer Company shall not be required to maintain the effectiveness of any registration statement after the expiration of nine three months from the effective date of such registration statement. Issuer Company shall use all its reasonable best efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares; PROVIDED, provided, howeverHOWEVER, that Issuer Company shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business. If requested by any such Grantee in connection with such registration, Company shall become a party to any underwriting agreement relating to the sale of such shares, but only to the extent of obligating itself in respect of representations, warranties, indemnities and other agreements customarily included in secondary offering underwriting agreements. Upon receiving any request under this Section 10 from any Grantee, Company agrees to send a copy thereof to any other person known to Company to be entitled to registration rights under this Section 10, in each case by promptly mailing the same, postage prepaid, to the address of record of the persons entitled to receive such copies. Notwithstanding anything else in this Section 10, in lieu of complying with its obligations pursuant to a request made by any Grantee under this Section 10, Company may, at its election, repurchase the Option Shares requested to be registered by such Grantee at a purchase price per share equal to the average closing price of such Option Shares during the ten business days preceding the date on which Company gives notice to Grantee of its intention to repurchase such Option Shares (which notice shall be given no later than fifteen days after Grantee has given notice to Company of its election to exercise its registration rights under Section 10(a) or 10(b)).

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) above for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):) above: (i) prior to the earliest of (Aa) termination of the Plan pursuant to Article VII VIII thereof, (b) failure to obtain the requisite shareholder approval pursuant to Section 6.4 of the Plan, and (Bc) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in total;year; and (iii) within 90 days after the effective date of a registration referred to in Section 9(b) above pursuant to which the Holder or Holders Selling Shareholder concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless a request therefor is made to Issuer by the Holder or Holders of at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable its best efforts to cause each registration statement referred to in Section 9(a) above to become effective as promptly as possible and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) above for a period not exceeding 90 days if Issuer shall determines, in the good faith determine exercise of its reasonable business judgment, that any such registration and offering would require disclosure of information, the premature disclosure of which would adversely affect an offering Issuer or contemplated offering of other securities any transaction under active consideration by Issuer. Notwithstanding anything to the contrary stated herein, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):) above: (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totalyear; (iiiii) within 90 days after the effective date of a registration referred to in Section 9(b) above pursuant to which the Holder or Holders concerned were afforded the opportunity to register or qualify such shares under the Securities Act or California Financial Code and such shares were registered or qualified as requested; , and (iviii) unless a request therefor is made to Issuer by the Holder or Holders of that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement or permit issued pursuant to a Section 690 Application after the expiration of nine months from the effective date of such registration statementstatement or permit. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to the general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) of this Agreement to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; , provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) of this Agreement for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):) hereof: (i) prior Prior to the earliest of (A) termination of the Plan pursuant to Article VII VI thereof, (B) failure to obtain the requisite stockholder approval pursuant to Section 6.01(b) of the Plan, and (BC) a Purchase Event or a Preliminary Purchase Event; (ii) on On more than one occasion during any calendar year and on more than two occasions in totalyear; (iii) within Within 90 days after the effective date of a registration referred to in Section 9(b) of this Agreement pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless Unless a request therefor is made to Issuer by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer FBI shall use all reasonable efforts to cause each registration statement referred to in Section 9(a10(a) of this Agreement to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; , provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) for a period not exceeding 90 days if Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer FBI shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a): 10(a) hereof: (i) prior Prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event; ; (ii) on On more than one occasion during any calendar year and on more than two occasions in total; occasion; (iii) within Within 90 days after the effective date of a registration referred to in Section 9(b) of this Agreement pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and and (iv) unless Unless a request therefor is made to Issuer FBI by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer FBI Common Stock issuable upon exercise of the Option) then outstanding. Notwithstanding the foregoing, if, at the time of any request by DCB for registration of the Option or Option Shares as provided above, Issuer is in registration with respect to an underwritten public offering of shares of Common Stock, and if in the good faith judgment of the managing underwriter or managing underwriters, or, if none, the sole underwriter or underwriters, of such offering the inclusion of the Holder's Option or Option Shares would interfere with the successful marketing of the shares of Common Stock offered by Issuer, the number of Option Shares otherwise to be covered in the registration statement contemplated hereby may be reduced; provided, however, that after any such required reduction the number of Option Shares to be included in such offering for the account of the Holder shall constitute at least 25% of the total number of shares to be sold by the Holder and Issuer in the aggregate (the "Cutback"); and provided further, however, that if such reduction occurs, then the Issuer shall file a registration statement for the balance of the Option Shares as promptly as practicable and no reduction shall thereafter occur. Each such Holder shall provide all information reasonably requested by Issuer for inclusion in any registration statement to be filed hereunder. In addition to the foregoing, Issuer FBI shall not be required to maintain the effectiveness of any registration statement after the expiration of nine six months from the effective date of such registration statement. Issuer FBI shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer FBI shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) above for a period not exceeding 90 ninety (90) days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):) above: (i1) prior to the earliest of (Aa) termination of the Plan Acquisition Agreement pursuant to Article VII 10 thereof, (b) failure to obtain the requisite shareholder approval pursuant to Section 8.1 of the Acquisition Agreement, and (Bc) a Purchase Event or a Preliminary Purchase Event; (ii2) on more than one occasion during any calendar year and on more than two occasions in totalyear; (iii3) within 90 ninety (90) days after the effective date of a registration referred to in Section 9(b) above pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv4) unless a request therefor is made to Issuer by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine (9) months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do 84 business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) above for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):) above: (i) prior to the earliest of (Aa) termination of the Plan pursuant to Article VII thereof, (b) failure to obtain the requisite shareholder approval pursuant to Section 6.01 of the Plan, and (Bc) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totalyear; (iii) within 90 days after the effective date of a registration referred to in Section 9(b) above pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless a request therefor is made to Issuer by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) of this Agreement to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; , provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) of this Agreement for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):) hereof: (i) prior Prior to the earliest of (A) termination of the Plan pursuant to Article VII VI thereof, (B) failure to obtain the requisite stockholder approval pursuant to Section 6.01 of Article VI of the Plan, and (BC) a Purchase Event or a Preliminary Purchase Event; (ii) on On more than one occasion during any calendar year and on more than two occasions in totalyear; (iii) within Within 90 days after the effective date of a registration referred to in Section 9(b) of this Agreement pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless Unless a request therefor is made to Issuer by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) for a period not exceeding 90 days if Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a): (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, thereof and (B) a Purchase Event or a Preliminary Purchase that occurs prior to an Exercise Termination Event; (ii) on more than one occasion during any calendar year and on more than two occasions in total; (iii) within 90 days after the effective date of a registration referred to in Section 9(b) pursuant to which the Holder or Holders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless a request therefor is made to Issuer by the Holder or Holders of at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) for a period not exceeding 90 days if Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer Company shall not be required to register Option or effect any registration or qualification of Registrable Warrant Shares under the Securities Act pursuant to Section 9(a):7.3: (ia) prior more than one (1) time, provided that no registration shall be included as a required registration pursuant to this Section 7.4(a) until such time, if any, as the earliest of registration statement filed in connection therewith shall be declared effective and remain effective until such time as all Shares (Aand Warrant Shares, as applicable) termination have been sold under such registration statement or may be freely sold in the public market without registration in reliance upon Rule 144(k) and unless the Holders requesting such registration are able to include in such registration all of the Plan pursuant Registrable Warrant Shares that they initially requested to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Eventbe included; (iib) on more than one occasion during any calendar year and on more than two occasions unless there shall have elapsed after a previous registration of Registrable Warrant Shares pursuant to Section 7.3 or a registration of other shares in total; (iii) within which the Holders of the Warrant Shares could participate pursuant to Section 7.5 a period of 90 days after or such longer period, not to exceed 180 days, as the effective date managing underwriter in any such registration shall have determined to be necessary or desirable in light of a registration referred to in Section 9(b) pursuant to which the Holder or Holders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requestedthen current market conditions; and (ivc) unless a the request therefor is made to Issuer by the Holder or Holders of at least 25register not less than 51% or more of the aggregate number of Option Shares (including shares Registrable Warrant Shares. The Company shall be entitled to postpone the filing of Issuer Common Stock issuable upon exercise any Registration Statement otherwise required to be prepared and filed by it pursuant to this Section if, at the time it receives a registration request, counsel for the Company is reasonably of the Optionopinion (which opinion shall be expressed in writing) then outstanding. In addition that (a) such registration will require preparation of audited financial information for the Company as of a date or for a period which preparation would not otherwise be required or (b) any material pending transaction of the Company or any of its subsidiaries renders the effecting of such registrant inappropriate at the time; provided, that in the case of an event referred to in clause (a) above, the foregoingduration of such delay shall not exceed 90 days from the date the Company became aware of such material business information; provided, Issuer further, that the Company shall promptly make such filing as soon as the conditions which permit it to delay such filing no longer exist; and provided, further, that in the event of any such deferral, the Holders shall have the right to withdraw the registration request and such withdrawn request shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do businessconsidered as a demand registration.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) above for a period not exceeding 90 days if Issuer shall determines, in the good faith determine exercise of its reasonable business judgment, that any such registration and offering could adversely effect or interfere with bona fide financing plans of Issuer or would require disclosure of information, the premature disclosure of which could adversely affect an offering Issuer or contemplated offering of other securities any transaction under active consideration by Issuer. Notwithstanding anything to the contrary stated herein, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):) above: (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totalyear; (iiiii) within 90 days after the effective date of a registration referred to in Section 9(b) above pursuant to which the Holder or Holders concerned were afforded the opportunity to register or qualify such shares under the Securities Act and such shares were registered or qualified as requested; , and (iviii) unless a request therefor is made to Issuer by the Holder or Holders of that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine (9) months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to the general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a10(a) of this Agreement to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, howeverPROVIDED, HOWEVER, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a10(a) of this Agreement for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):10(a) hereof: (i) prior Prior to the earliest of (A) termination of the Plan Merger Agreement pursuant to Article VII VI thereof, (B) failure to obtain the requisite stockholder approval pursuant to Section 6.1(b) of the Merger Agreement, and (BC) a Purchase Event or a Preliminary Purchase Event; (ii) on On more than one occasion during any calendar year and on more than two occasions in totalyear; (iii) within Within 90 days after the effective date of a registration referred to in Section 9(b10(b) of this Agreement pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless Unless a request therefor is made to Issuer by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares; PROVIDED, provided, howeverHOWEVER, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) above for a period not exceeding 90 days if provided Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):) above: (i) prior to the earliest of (Aa) termination of the Plan pursuant to Article VII VIII thereof, (b) failure to obtain the requisite shareholder approval pursuant to Section 6.4 of the Plan, and (Bc) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in total;year; and (iii) within 90 days after the effective date of a registration referred to in Section 9(b) above pursuant to which the Holder or Holders Selling Shareholder concerned were was afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless a request therefor is made to Issuer by the Holder or Holders of at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts to cause each registration statement referred to in Section 9(a) to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration regi- stration of Option Shares required pursuant to Section 9(a) for a period not exceeding 90 days if Issuer shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by Issuer, and Issuer shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a): (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totalyear; (iii) within 90 days after the effective date of a registration referred to in Section 9(b) pursuant to which the Holder or Holders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and (iv) unless a request therefor is made to Issuer by the Holder or Holders of at least 25% or more of the aggregate number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.

Conditions to Required Registration. Issuer shall use all reasonable efforts (a) The Company's obligation to cause each registration statement referred make any filing under Section 2.1 may be deferred by the Company for an appropriate period (not to in Section 9(aexceed 90 days) to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer may delay any registration of Option Shares required pursuant to Section 9(a) for a period not exceeding 90 days if Issuer the Company shall in good faith determine that any such registration the registration, qualification, or filing for exemption would adversely have a material adverse affect on an offering or contemplated offering or a material acquisition, merger, or other corporate transaction to which the Company or any of its subsidiaries is, or is expected to be, a party or any other securities by Issuerpending material corporate development. The Company shall have no obligation to register, qualify, or file for exemption with respect to shares of Registrable Securities in accordance with this Section 2 if counsel to the Company provides a written opinion to the Company and Issuer the requesting holders that (b) In addition, the Company shall not be required to register Option Shares take any action under the Securities Act pursuant to Section 9(a):2.1: (i) prior to the earliest more than once during any period of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event12 consecutive calendar months; (ii) on more than one occasion during for any calendar year and on more than two occasions in total; (iii) holder of Registrable Securities, within 90 days after the effective date of a registration referred to in Section 9(b) 2.1 or Section 2.3 pursuant to which the Holder or Holders concerned were such holder was afforded the opportunity to register such shares Registrable Securities under the Securities Act but declined so to do; (iii) within 90 days following the execution of an underwriting agreement with respect to any underwritten public offering of securities by the Company if the managing underwriter with respect to such proposed public offering by the Company advises the Company and the holder or holders requesting registration in writing that such proposed public offering by such holder or holders would impair the public offering by the Company; provided that if such managing underwriter shall have advised the Company that a portion of the Registrable Securities as to which registration shall have been requested could be registered, then such shares were shall be registered as requested; and (iv) unless a request therefor is made in proportion to Issuer by the Holder or Holders of at least 25% or more of the aggregate total number of Option Shares (including shares of Issuer Common Stock issuable upon exercise of the Option) then outstanding. In addition Registrable Securities which each holder shall have requested to the foregoing, Issuer shall not be required to maintain the effectiveness of any registration statement after the expiration of nine months from the effective date of such registration statement. Issuer shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so have registered in accordance with the intended method of distribution for such shares, provided, however, that Issuer shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.hereunder;

Conditions to Required Registration. Issuer CAI shall use all reasonable efforts to cause each registration statement referred to in Section 9(a8(a) above to become effective and to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective; provided, however, that Issuer CAI may delay any registration of Option Shares required pursuant to Section 9(a8(a) above for a period not exceeding 90 ninety (90) days if Issuer provided CAI shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of other securities by IssuerCAI (provided that this right may not be exercised more than once during any twelve month period), and Issuer CAI shall not be required to register Option Shares under the Securities Act pursuant to Section 9(a):8(a) above: (i) prior to the earliest of (A) termination of the Plan pursuant to Article VII thereof, and (B) a Purchase Event or a Preliminary Purchase Event; (ii) on more than one occasion during any calendar year and on more than two occasions in totalyear; (iiiii) within 90 ninety (90) days after the effective date of a registration referred to in Section 9(b8(b) above pursuant to which the Holder Selling Shareholder or Holders Selling Shareholders concerned were afforded the opportunity to register such shares under the Securities Act and such shares were registered as requested; and; (iviii) unless a request therefor is made to Issuer CAI by the Holder or Holders of Selling Shareholders that hold at least 25% or more of the aggregate number of Option Shares (including shares of Issuer CAI Common Stock issuable upon exercise of the Option) then outstanding; or (iv) if all the Option Shares proposed to be registered could be sold by the Selling Shareholders in a 90-day period in accordance with Rule 144. In addition to the foregoing, Issuer CAI shall not be required to maintain the effectiveness of any registration statement after the expiration of nine six (6) months from the effective date of such registration statement. Issuer CAI shall use all reasonable efforts to make any filings, and take all steps, under all applicable state securities laws to the extent necessary to permit the sale or other disposition of the Option Shares so registered in accordance with the intended method of distribution for such shares, ; provided, however, that Issuer CAI shall not be required to consent to general jurisdiction or to qualify to do business in any state where it is not otherwise required to so consent to such jurisdiction or to so qualify to do business.