Common use of Holder Registration Clause in Contracts

Holder Registration. (a) In case Parent shall receive from a Holder or Holders who own not less than 10% of the then outstanding Registrable Securities, a written request that Parent effect any registration under the Securities Act, Parent shall (i) promptly give written notice of the proposed registration to all other Holders and (ii) use its commercially reasonable efforts to file within 45 days of the receipt of such request a registration statement (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) covering the resale of the number of Registrable Securities for which registration has been requested by such initiating Holder or Holders, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request and specified in a written request received by Parent within ten (10) days after receipt by such Holders of such written notice from Parent that the rights granted hereunder have been invoked. Notwithstanding the foregoing, Parent shall not be obligated to register more than an aggregate of 350,000 shares of Parent Common Stock. If the amount of Registrable Securities requested to be registered by the Holders is greater than 350,000 shares of Parent Common Stock, Parent shall so advise the Holders that the number of Registrable Securities that may be included in the registration shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. In no event shall Parent be required to file a registration statement under this Agreement if it does not then satisfy the eligibility requirements for the use of Form S-3 under the Securities Act. Each Holder shall provide all such information and materials and take all such action as may be required in order to permit Parent to comply with all applicable requirements of the Securities Act, the Exchange Act, and of the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent pursuant to this Agreement to register the Registrable Securities held by each such Holder. The offering made pursuant to such registration shall not be underwritten. Parent shall not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after one year from the date of this Agreement. Parent shall also not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after Parent has effected one such registration pursuant to this Section 2(a), and such registration has been declared or ordered effective. (b) Parent shall (i) prepare and file with the SEC the registration statement in accordance with Section 2(a) hereof with respect to the Registrable Securities and shall use its best efforts to cause such registration statement to become effective as promptly as practicable after filing (but no event earlier than the Effective Time) and to keep such registration statement effective until the sooner to occur of (A) the date on which all Registrable Securities included within such registration statement have been sold or (B) the expiration of thirty (30) days after the day on which such registration statement has been declared effective; (ii) prepare and file with the SEC such amendments to such registration statement and amendments or supplements to the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities registered by such registration statement; (iii) furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as each Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the registration statement to remain effective; (iv) use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each Holder shall reasonably request (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified), and do any and all other acts or things which may be necessary or advisable to enable each Holder to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; and (v) notify each Holder, promptly after it shall receive notice thereof, of the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.

Holder Registration. (a) In case Parent If at any time after the first anniversary of the Closing, the Company shall receive from a any Holder or Holders who own in the aggregate hold not less than 1050% of the then outstanding Registrable Securities, Securities a written request that Parent the Company effect any registration under for the Securities ActRegistrable Securities, Parent shall (i) promptly give written notice of the proposed registration to all other Holders and (ii) Company will use its commercially reasonable efforts to cause the Registrable Securities held by the Holders to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith shall prepare and file with the SEC within 45 60 days of the its receipt of such request a registration statement (including, without limitation, on such form as may then be available to effect the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) covering the resale of the number of Registrable Securities for which registration has been requested by such initiating Holder or Holders, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request and specified in a written request received by Parent within ten (10) days after receipt by such Holders of such written notice from Parent that the rights granted hereunder have been invoked. Notwithstanding the foregoing, Parent shall not be obligated to register more than an aggregate of 350,000 shares of Parent Common Stock. If the amount of Registrable Securities requested to be registered by the Holders is greater than 350,000 shares of Parent Common Stock, Parent shall so advise the Holders that the number of Registrable Securities that may be included in the registration shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. In no event shall Parent be required to file a registration statement under this Agreement if it does not then satisfy the eligibility requirements for the use of Form S-3 under the Securities Act. Each Holder shall provide all such information and materials and take all such action as may be required in order to permit Parent to comply with all applicable requirements of the Securities Act, the Exchange Act, and of the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent pursuant to this Agreement to register the Registrable Securities held by each such HolderSecurities. The offering offerings made pursuant to such registration shall not be underwritten. Parent shall not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after one year from the date of this Agreement. Parent shall also not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after Parent has effected one such registration pursuant to this Section 2(a), and such registration has been declared or ordered effective. (b) Parent The Company shall (i) prepare and file with the SEC the registration statement in accordance with Section 2(a) 2 hereof with respect to the Registrable Securities and shall use its best commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable after filing (but no event earlier than the Effective Time) and to keep such registration statement effective until the sooner to occur of (A) the date on which all Registrable Securities included within such registration statement have been sold or sold; (B) the expiration of thirty (30) days after the day date on which Holders of all Registrable Securities are able to sell such Registrable Securities immediately without restriction pursuant to the volume limitation provisions of Rule 144 under the Securities Act, provided, however, that the Company shall provide each Holder with 10 trading days’ notice before rescinding the effectiveness of such registration statement has been declared effectivepursuant to this subparagraph 2(b)(i)(B); or (C) two years following the effective date of the registration statement; (ii) prepare and file with the SEC such amendments to such registration statement and amendments or supplements to the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities to be registered by such registration statement; (iii) furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as each such Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent the Company shall be required under the provisions hereof to cause the registration statement to remain effective; (iv) use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each Holder shall reasonably request (provided that Parent the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified), and do any and all other acts or things which may be necessary or advisable to enable each Holder to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; and (v) notify each Holder, promptly after it shall receive notice thereof, of the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.

Holder Registration. (a) In case Parent shall receive from a Holder or Holders who own not less than 10% As soon as practicable after the Closing of the then outstanding Registrable SecuritiesAcquisition (subject to the delay provisions of Section 5 of this Agreement), the Company shall cause to be prepared and filed with the SEC a written request that Parent effect any registration under Registration Statement on Form S-3 registering the Securities Act, Parent shall (i) promptly give written notice resale of the proposed registration Pinnacle Shares on a delayed or continuous basis pursuant to all other Holders and (ii) use its commercially reasonable efforts to file within 45 days of the receipt of such request a registration statement (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued Rule 415 under the Securities Act and (or any other governmental requirements or regulations) covering the resale of the number of Registrable Securities for which registration has been requested by such initiating Holder or Holders, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request and specified in a written request received by Parent within ten (10) days after receipt by such Holders of such written notice from Parent similar rule that the rights granted hereunder have been invoked. Notwithstanding the foregoing, Parent shall not be obligated to register more than SEC adopts) in an aggregate of 350,000 shares of Parent Common Stock. If the amount of Registrable Securities requested to be registered by the Holders is greater than 350,000 shares of Parent Common Stock, Parent shall so advise the Holders that the number of Registrable Securities that may be included in the registration shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. In no event shall Parent be required to file a registration statement under this Agreement if it does not then satisfy the eligibility requirements for the use of Form S-3 under the Securities Act. Each Holder shall provide all such information and materials and take all such action as may be required in order to permit Parent to comply with all applicable requirements of the Securities Act, the Exchange Act, and of the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent pursuant to this Agreement to register the Registrable Securities held by each such Holderordinary course brokerage or dealer transaction. The offering made pursuant to such registration shall (i) not be underwritten. Parent shall , (ii) not be obligated include any securities other than Registrable Securities and (iii) provide for the offer and sale of all Registrable Securities held by those Holders that have provided to take any action to effect any such registration the Company the information required pursuant to this Section 2(a) after one year from the date 8 of this Agreement. Parent shall also not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after Parent has effected one such registration pursuant to this Section 2(a), and such registration has been declared or ordered effective. (b) Parent shall (i) prepare and file with the SEC the registration statement in accordance with Section 2(a) hereof with respect to the Registrable Securities and The Company shall use its best commercially reasonable efforts to cause such registration statement Registration Statement to become be declared effective by the SEC as promptly soon as practicable after the filing of the Registration Statement. (but no event earlier than c) Upon and after the Effective Time) and declaration of effectiveness of such Registration Statement by the SEC, the Company shall use its commercially reasonable efforts to keep such registration statement the Registration Statement continuously effective (subject to the right of the Company to suspend the use of the Registration Statement by delivery of a Suspension Notice pursuant to Section 5 of this Agreement) until the sooner earliest to occur of (Ai) the date on which all Registrable Securities included within such registration statement Registration Statement have been sold or (B) the expiration of thirty (30) days after the day on which such registration statement has been declared effective; sold, (ii) prepare and file with the SEC date on which Holders of all Registrable Securities are able to sell such amendments to such registration statement and amendments or supplements Registrable Securities immediately without restriction pursuant to the prospectus used in connection therewith as may be necessary to comply with the volume limitation provisions of Rule 144 under the Securities Act with respect to the sale or other disposition of all securities registered by such registration statement; (iii) furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as each Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the registration statement to remain effective; (iv) use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each Holder shall reasonably request (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified), and do any and all other acts or things which may be necessary or advisable to enable each Holder to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; and (v) notify each Holder, promptly after it shall receive notice thereof, first anniversary of the date and time of issuance of the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filedPinnacle Shares.

Holder Registration. (a) In case Parent shall receive from a Holder or Holders who own not less than 10% of the then outstanding Registrable Securities, a written request that Parent effect any registration under the Securities Act, Parent shall (i) promptly give written notice of the proposed registration to all other Holders and (ii) The Company will use its commercially reasonable efforts to file within 45 days of the receipt of such request a registration statement (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) covering the resale of the number of Registrable Securities for which registration has been requested by such initiating Holder or Holders, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request and specified in a written request received by Parent within ten (10) days after receipt by such Holders of such written notice from Parent that the rights granted hereunder have been invoked. Notwithstanding the foregoing, Parent shall not be obligated to register more than an aggregate of 350,000 shares of Parent Common Stock. If the amount of Registrable Securities requested to be registered by the Holders is greater than 350,000 shares of Parent Common Stock, Parent shall so advise the Holders that the number of Registrable Securities that may be included in the registration shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. In no event shall Parent be required to file a registration statement under this Agreement if it does not then satisfy the eligibility requirements for the use of Form S-3 under the Securities Act. Each Holder shall provide all such information and materials and take all such action as may be required in order to permit Parent to comply with all applicable requirements of the Securities Act, the Exchange Act, and of the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent pursuant to this Agreement to register cause the Registrable Securities held by each the Holders to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith shall prepare and file with the SEC in accordance with Section 2(b) below a registration statement on such Holderform as may then be available to effect the registration of the Registrable Securities. The offering made pursuant to such registration shall not be underwritten. Parent shall not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after one year from the date of this Agreement. Parent shall also not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after Parent has effected one such registration pursuant to this Section 2(a), and such registration has been declared or ordered effective. (b) Parent The Company shall (i) prepare and file with the SEC the registration statement in accordance with Section 2(a) 2 hereof with respect to the Registrable Securities on or before the date 45 days after Closing and shall use its best commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable after filing (but no event earlier than the Effective Time) and to keep such registration statement effective until the sooner to occur of (A) the date on which all Registrable Securities included within such registration statement have been sold or sold; (B) the expiration of thirty (30) days after the day date on which Holders of all Registrable Securities are able to sell such Registrable Securities immediately without restriction pursuant to the volume limitation provisions of Rule 144 under the Securities Act within a single 90 day period, provided, however, that the Company shall provide each Holder with 10 trading days' notice before rescinding the effectiveness of such registration statement has been declared effectivepursuant to this subparagraph 2(b)(i)(B); or (C) two years following the effective date of the registration statement; (ii) in the event the SEC determines not to review such registration statement, request the declaration of the effectiveness of such registration statement as of a date within 5 days of such determination by the SEC; (iii) prepare and file with the SEC such amendments to such registration statement and amendments or supplements to the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities to be registered by such registration statement; (iiiiv) furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as each such Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent the Company shall be required under the provisions hereof to cause the registration statement to remain effective; (ivv) use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each Holder shall reasonably request (provided that Parent the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified), and do any and all other acts or things which may be necessary or advisable to enable each Holder to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; and (vvi) notify each Holder, promptly after it shall receive notice thereof, of the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; provided, further, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2 after the Company has effected one such registration pursuant to this Section 2 and such registration has been declared or ordered effective. (c) Notwithstanding subsection (b) above, if upon a termination of the effectiveness of the registration statement pursuant to Section 2(b), any Holder(s) would not otherwise be able to sell all Registrable Securities then held by such Holder within a single 90-day period under Rule 144, the Company shall take such actions as may be necessary, whether by filing a new registration statement or amending an existing registration statement, to extend the effectiveness of such registration statement and keep such registration statement effective until such time as all such shares may be sold by such Holder under Rule 144 within a single 90-day period.

Holder Registration. (a) In case Parent shall receive from a use its best efforts to cause the Registrable Securities held by each Holder or Holders who own to be registered under the Securities Act so as to permit the sale thereof, and in connection therewith shall prepare and file with the SEC not less later than 10% of the then outstanding Registrable SecuritiesDecember 1, 1998, a written request that Parent effect any registration statement covering all the Registrable Securities on such form as is then available under the Securities Act; provided, Parent shall (i) promptly give written notice of the proposed registration to all other Holders and (ii) use its commercially reasonable efforts to file within 45 days of the receipt of such request a registration statement (includinghowever, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) covering the resale of the number of Registrable Securities for which registration has been requested by such initiating Holder or Holders, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request and specified in a written request received by Parent within ten (10) days after receipt by such Holders of such written notice from Parent that the rights granted hereunder have been invoked. Notwithstanding the foregoing, Parent shall not be obligated to register more than an aggregate of 350,000 shares of Parent Common Stock. If the amount of Registrable Securities requested to be registered by the Holders is greater than 350,000 shares of Parent Common Stock, Parent shall so advise the Holders that the number of Registrable Securities that may be included in the registration shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. In no event shall Parent be required to file a registration statement under this Agreement if it does not then satisfy the eligibility requirements for the use of Form S-3 under the Securities Act. Each each Holder shall provide all such information and materials regarding such Holder and take all such action as may be required by a Holder under applicable laws and regulations in order to permit Parent to comply with all applicable requirements of the Securities Act, the Exchange Act, and of the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent pursuant to this Rights Agreement to register the Registrable Securities held by each such Holder. Notwithstanding the foregoing, Parent shall not be required (assuming no review by the SEC) to request acceleration of such registration statement for any date prior to the date two days after the public announcement of Parent's results of operations for the first quarter of Parent's fiscal 1999 reporting year. The offering offerings made pursuant to such registration shall not be underwritten. Parent shall not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after one year from the date of this Agreement. Parent shall also not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after Parent has effected one such registration pursuant to this Section 2(a), and such registration has been declared or ordered effective. (b) Parent shall (i) prepare and file with the SEC the registration statement in accordance with Section 2(a) 2 hereof with respect to the Registrable Securities and shall use its best efforts to cause such registration statement to become effective as promptly as practicable after filing filing, including without limitation using best efforts to respond to comment letters and requests for information from the SEC, by the second day after the public announcement of Parent's results of operations for the first quarter of Parent's fiscal 1999 reporting year (but no event earlier than shall not be required to request acceleration for any date prior to the Effective Timedate two days after the public announcement of Parent's results of operations for the first quarter of Parent's fiscal 1999 reporting year) and to keep such registration statement effective until the sooner first to occur of (A) the date on which all Registrable Securities included within such registration statement have been sold or (B) the expiration first anniversary of thirty (30) days after the day on which such registration statement has been declared effectiveEffective Time; (ii) prepare and file with the SEC such amendments to such registration statement and amendments or supplements to the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities registered by such registration statement; (iii) furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as each Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the registration statement to remain effective; (iv) use its commercially reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each Holder shall reasonably request (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualifiedqualified or is not otherwise subject to a general consent for service of process), and do any and all other acts or things which may be necessary or advisable to enable each Holder to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; and (v) notify each Holder, promptly after it shall receive notice thereof, of the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.

Holder Registration. (a) In case Parent shall receive from a Holder or Holders who own not less than 10% of the then outstanding Registrable Securities, a written request that Parent effect any registration under the Securities Act, Parent shall (i) promptly give written notice of the proposed registration to all other Holders and (ii) The Company will use its commercially reasonable efforts to file within 45 days of the receipt of such request a registration statement (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) covering the resale of the number of Registrable Securities for which registration has been requested by such initiating Holder or Holders, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request and specified in a written request received by Parent within ten (10) days after receipt by such Holders of such written notice from Parent that the rights granted hereunder have been invoked. Notwithstanding the foregoing, Parent shall not be obligated to register more than an aggregate of 350,000 shares of Parent Common Stock. If the amount of Registrable Securities requested to be registered by the Holders is greater than 350,000 shares of Parent Common Stock, Parent shall so advise the Holders that the number of Registrable Securities that may be included in the registration shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. In no event shall Parent be required to file a registration statement under this Agreement if it does not then satisfy the eligibility requirements for the use of Form S-3 under the Securities Act. Each Holder shall provide all such information and materials and take all such action as may be required in order to permit Parent to comply with all applicable requirements of the Securities Act, the Exchange Act, and of the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent pursuant to this Agreement to register cause the Registrable Securities held by each the Holders to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith shall prepare and file with the SEC in accordance with Section 2(b) below a registration statement on such Holderform as may then be available to effect the registration of the Registrable Securities. The offering made pursuant to such registration shall not be underwritten. Parent shall not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after one year from the date of this Agreement. Parent shall also not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after Parent has effected one such registration pursuant to this Section 2(a), and such registration has been declared or ordered effective. (b) Parent The Company shall (i) prepare and file with the SEC the registration statement in accordance with Section 2(a) 2 hereof with respect to the Registrable Securities at such time as the Company’s Board of Directors shall determine appropriate (in no event to be filed later than March 31, 2005) and shall use its best commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable after filing (but no event earlier than the Effective Time) and to keep such registration statement effective until the sooner to occur of (A) the date on which all Registrable Securities included within such registration statement have been sold or sold; (B) the expiration of thirty (30) days after the day date on which Holders of all Registrable Securities are able to sell such Registrable Securities immediately without restriction pursuant to the volume limitation provisions of Rule 144 under the Securities Act within a single 90 day period, provided, however, that the Company shall provide each Holder with 10 trading days’ notice before rescinding the effectiveness of such registration statement has been declared effectivepursuant to this subparagraph 2(b)(i)(B); or (C) two years following the effective date of the registration statement; (ii) in the event the SEC determines not to review such registration statement, request the declaration of the effectiveness of such registration statement as of a date within 5 days of such determination by the SEC; (iii) prepare and file with the SEC such amendments to such registration statement and amendments or supplements to the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities to be registered by such registration statement; (iiiiv) furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as each such Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent the Company shall be required under the provisions hereof to cause the registration statement to remain effective; (ivv) use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each Holder shall reasonably request (provided that Parent the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified), and do any and all other acts or things which may be necessary or advisable to enable each Holder to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; and (vvi) notify each Holder, promptly after it shall receive notice thereof, of the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; provided, further, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2 after the Company has effected one such registration pursuant to this Section 2 and such registration has been declared or ordered effective. (c) Notwithstanding subsection (b) above, if upon a termination of the effectiveness of the registration statement pursuant to Section 2(b), any Holder(s) would not otherwise be able to sell all Registrable Securities then held by such Holder within a single 90-day period under Rule 144, the Company shall take such actions as may be necessary, whether by filing a new registration statement or amending an existing registration statement, to extend the effectiveness of such registration statement and keep such registration statement effective until such time as all such shares may be sold by such Holder under Rule 144 within a single 90-day period. (d) Each Investor hereby irrevocably waives any breach, default, or other violation (and any related remedies) that may have existed under the Prior Agreement arising from any failure to register Registrable Securities on or before the date specified in Section 2(a) of the Prior Agreement. Each Investor further agrees not to assert any claim against the Company with respect to any such breach, default, or violation under the Prior Agreement.

Holder Registration. (a) In case Parent shall receive from a Holder or Holders who own not less than 10% of the then outstanding Registrable Securities, a written request that Parent effect any registration under the Securities Act, Parent shall (i) promptly give written notice of the proposed registration to all other Holders and (ii) use its commercially reasonable best efforts to file within 45 days of cause the receipt of such request a registration statement (including, without limitation, the execution of an undertaking Registrable Securities then held by each Holder to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued be registered under the Securities Act so as to permit the sale thereof, and any other governmental requirements or regulations) covering in connection therewith shall prepare and file with the resale of SEC within 15 business days following the number of Registrable Securities for which registration has been requested by such initiating Holder or HoldersEffective Time, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request and specified in a written request received by Parent within ten (10) days after receipt by such Holders of such written notice from Parent that the rights granted hereunder have been invoked. Notwithstanding the foregoing, Parent shall not be obligated to register more than an aggregate of 350,000 shares of Parent Common Stock. If the amount of Registrable Securities requested to be registered by the Holders is greater than 350,000 shares of Parent Common Stock, Parent shall so advise the Holders that the number of Registrable Securities that may be included in the registration shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. In no event shall Parent be required to file a registration statement under this Agreement if it does not in such form as is then satisfy the eligibility requirements for the use of Form S-3 available under the Securities Act. Each Act covering all Registrable Securities not previously registered pursuant to Section 3 hereof; provided, however, that each Holder shall provide -------- ------- all such information and materials and take all such action as may be required in order to permit Parent to comply with all applicable requirements of the Securities Act, Act and the Exchange Act, and of the SEC, Act and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent pursuant to this Agreement Declaration to register the Registrable Securities held by each such Holder. The offering offerings made pursuant to such registration shall not be underwritten. Parent shall not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after one year from the date of this Agreement. Parent shall also not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after Parent has effected one such registration pursuant to this Section 2(a), and such registration has been declared or ordered effective. (b) Parent shall (i) prepare and file with the SEC the registration statement in accordance with Section 2(a) 2 hereof with respect to the Registrable Securities and shall use its best efforts to cause such registration statement to become effective as promptly as practicable after filing (but no event earlier than the Effective Time) and to keep such registration statement effective until the sooner to occur of (A) the date on which all Registrable Securities included within such registration statement have been sold or (B) the expiration of thirty 270 days (30plus any additional days required to be added pursuant to this Section 4) days after the day on which such registration statement has been declared effective; (ii) prepare and file with the SEC such amendments to such registration statement and amendments or supplements to the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities registered by such registration statementstatement (including such amendments as may be necessary to reflect different or additional selling stockholders as a result of any distribution of Registrable Securities by the Holders to the beneficial owners of such Registrable Securities); (iii) furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as each Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the registration statement to remain effective; (iv) use its commercially reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each Holder shall reasonably request (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified), and do any and all other acts or things which may be necessary or advisable to enable each Holder to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; and (v) notify each Holder, promptly after it shall receive notice thereof, of the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; and (vi) promptly reissue, or promptly authorize and instruct its transfer agent to reissue, unlegended certificates at the request of any Holder thereof upon such Holder's delivery of original certificates representing Registrable Securities tendered for sale pursuant to such effective registration statement, and to promptly respond to broker's inquiries made of the Company in connection with such sales, in each case with a view to reasonably assisting the Holder to complete such sale during such period of effectiveness. (c) Notwithstanding the foregoing obligation of Parent under this Section 2, if Parent shall furnish to the Holder or Holders requesting a registration statement pursuant to this Section 2 a certificate signed by the President of Parent stating that in the good faith judgment of Parent, it would be seriously detrimental to Parent and its stockholders for such registration statement to be filed at such time and it is therefore essential to defer the filing of such registration statement, Parent shall have the right to defer such filing for a period of not more than 15 days beyond the date specified under Section 2(a) above.

Holder Registration. (a) In case Parent the Company shall receive from a Holder or Holders who own not less than 10% a majority of the then outstanding Registrable Securities, a written request that Parent the Company effect any registration under the Securities Act, Parent the Company shall (i) promptly give written notice of the proposed registration to all other Holders Holders; and (ii) use its commercially reasonable best efforts to file within 45 days of the receipt of effect such request a registration statement (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) covering as may be so requested and as would permit or facilitate the resale sale and distribution of the number all or such portion of such Registrable Securities for which registration has been requested by as are specified in such initiating Holder or Holdersrequest, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request and as are specified in a written request received by Parent the Company within ten (10) days after receipt by such Holders of such written notice from Parent that the rights granted hereunder have been invokedCompany. Notwithstanding In connection with such registration, the foregoing, Parent Company shall prepare and file with the SEC within twenty-one (21) days following the date of receipt of the initial request (which may not be obligated submitted prior to register more than an aggregate of 350,000 shares of Parent Common Stock. If the amount of Registrable Effective Time) a registration statement in such form as is then available under the Securities requested to be registered by the Holders is greater than 350,000 shares of Parent Common Stock, Parent shall so advise the Holders Act covering that the number of Registrable Securities that as may be included requested in writing by the registration shall be allocated among all Holders thereof in proportionHolders; PROVIDED, as nearly as practicableHOWEVER, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. In no event shall Parent be required to file a registration statement under this Agreement if it does not then satisfy the eligibility requirements for the use of Form S-3 under the Securities Act. Each that each Holder shall provide all such information and materials and take all such action as may be required in order to permit Parent the Company to comply with all applicable requirements of the Securities Act, the Exchange Act, and of the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent the Company pursuant to this Agreement to register the Registrable Securities held by each such Holder. The offering made pursuant to such registration shall not be underwritten. Parent The Company shall not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after one year from the date of this Agreement. Parent shall also not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after Parent has effected one such registration pursuant to this Section 2(a), and such registration has been declared or ordered effective. (b) Parent The Company shall (i) prepare and file with the SEC the registration statement in accordance with Section 2(a) 2 hereof with respect to the Registrable Securities and shall use its best efforts to cause such registration statement to become effective as promptly as practicable after filing (but no event earlier than the Effective Time) and to keep such registration statement effective until the sooner to occur of (A) the date on which all Registrable Securities included within such registration statement have been sold or (B) the expiration of thirty forty-five (3045) days after the day on which such registration statement has been declared effective; (ii) prepare and file with the SEC such amendments to such registration statement and amendments or supplements to the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities registered by such registration statement; (iii) furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as each Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent the Company shall be required under the provisions hereof to cause the registration statement to remain effective; (iv) use its commercially reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each Holder shall reasonably request (provided that Parent the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified), and do any and all other acts or things which may be necessary or advisable to enable each Holder to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; and (v) notify each Holder, promptly after it shall receive notice thereof, of the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.;

Holder Registration. (a) In case Parent shall receive from a Holder or Holders who own not less than 10% of the then outstanding Registrable Securities, a written request that Parent effect any registration under the Securities Act, Parent shall (i) promptly give written notice of the proposed registration to all other Holders and (ii) use its commercially reasonable efforts to file within 45 days of cause the receipt of such request a registration statement (including, without limitation, Registrable Securities held by the execution of an undertaking Holders to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued be registered under the Securities Act and any other governmental requirements or regulations) covering so as to permit the resale of thereof, and in connection therewith shall prepare and file with the number of Registrable Securities for which registration has been requested by such initiating Holder or Holders, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request and specified in a written request received by Parent SEC within ten (10) days after receipt by such Holders of such written notice from Parent that following the rights granted hereunder have been invoked. Notwithstanding Effective Time a registration statement on Form S-3 covering the foregoingRegistrable Securities; provided, however, if Parent shall not be obligated furnish to register more than the Holders a certificate signed by an aggregate of 350,000 shares executive officer of Parent Common Stock. If stating that, in the amount good faith judgment of Registrable Securities requested the Board of Directors of Parent, it would be detrimental to Parent or its stockholders for such registration statement to be registered by the Holders is greater than 350,000 shares of Parent Common Stockfiled within such ten (10) day period, Parent shall so advise the Holders that the number of Registrable Securities that may be included in the registration shall be allocated among all Holders thereof in proportionthen, as nearly as practicable, Parent's obligation to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. In no event shall Parent be required use commercially reasonable efforts to file a registration statement under this Agreement if it does Section 2(a) shall be deferred for a period not then satisfy to exceed 90 days from the eligibility requirements for date of delivery of such certificate; provided further, that the use of Form S-3 under Company may only defer the Securities Act. Each Holder shall provide all such information and materials and take all such action as may be required in order to permit Parent to comply with all applicable requirements filing of the Securities Act, the Exchange Act, and of the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent pursuant to this Agreement to register the Registrable Securities held by each such Holderstatement one time. The offering offerings made pursuant to such registration shall not be underwritten. Parent shall not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after one year from the date of this Agreement. Parent shall also not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after Parent has effected one such registration pursuant to this Section 2(a), and such registration has been declared or ordered effective. (b) Parent shall (i) prepare and file with the SEC the registration statement in accordance with Section 2(a) 2 hereof with respect to the Registrable Securities and shall use its best commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable after filing (but no event earlier than the Effective Time) and to keep such registration statement effective until the sooner to occur of (A) the date on which all Registrable Securities included within such registration statement have been sold or (B) the expiration of thirty ninety (3090) days after the later of (1) the day on which such registration statement has been declared effectiveeffective and (2) the date two days after the Parent's exchange agent first mailed certificates representing shares of Parent Common to the Holders; (ii) prepare and file with the SEC such amendments to such registration statement and amendments or supplements to the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities registered by such registration statement; (iii) furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as each Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the registration statement to remain effective; (iv) use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each Holder shall reasonably request (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified), and do any and all other acts or things which may be necessary or advisable to enable each Holder to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; and (v) notify each Holder, promptly after it shall receive notice thereof, of the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.

Holder Registration. (a) In case Parent Acquiror shall receive from a Holder or Holders who own not less than 10% of the then outstanding Registrable Securities, a written request that Parent effect any registration under the Securities Act, Parent shall (i) promptly give written notice of the proposed registration to all other Holders and (ii) use its commercially reasonable efforts to file within 45 days of cause the receipt of such request a registration statement (including, without limitation, Registrable Securities held by the execution of an undertaking Holders to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued be registered under the Securities Act so as to permit the resale thereof. In connection therewith, Acquiror shall prepare and any other governmental requirements or regulations) file with the SEC as soon as reasonably practicable after the date hereof a registration statement on Form S-3 covering the resale Registrable Securities; provided, however, if Acquiror shall furnish to the Holders a certificate signed by an officer of Acquiror stating that, in the number reasonable judgment of Registrable Securities Acquiror, it would be seriously detrimental to Acquiror or the Holders for which such registration has been requested by such initiating Holder or Holders, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request and specified in a written request received by Parent within ten (10) days after receipt by such Holders of such written notice from Parent that the rights granted hereunder have been invoked. Notwithstanding the foregoing, Parent shall not be obligated to register more than an aggregate of 350,000 shares of Parent Common Stock. If the amount of Registrable Securities requested statement to be registered by the Holders is greater than 350,000 shares of Parent Common Stockfiled, Parent shall so advise the Holders that the number of Registrable Securities that may be included in the registration shall be allocated among all Holders thereof in proportion, as nearly as practicable, Acquiror’s obligation to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. In no event shall Parent be required use its reasonable efforts to file a registration statement under this Agreement if it does not then satisfy the eligibility requirements for the use of Form S-3 under the Securities Act. Each Holder Section 2(a) shall provide all such information and materials and take all such action as may be required in order to permit Parent to comply with all applicable requirements of the Securities Act, the Exchange Act, and of the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent pursuant to this Agreement to register the Registrable Securities held by each such Holderdeferred. The offering offerings made pursuant to such registration shall not be underwritten. Parent shall not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after one year from the date of this Agreement. Parent shall also not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after Parent has effected one such registration pursuant to this Section 2(a), and such registration has been declared or ordered effective. (b) Parent Acquiror shall (i) prepare and file with the SEC the registration statement in accordance with Section 2(a) hereof with respect to the Registrable Securities and shall use its best reasonable efforts to cause such registration statement to become effective as promptly soon as reasonably practicable after filing (but no event earlier than the Effective Time) and to keep such registration statement effective until the sooner latest to occur of (A) the date on which all Registrable Securities included within such registration statement (which shall include the Earnout Shares) have been sold or sold, (B) the expiration of thirty one (301) days year after the day on which the Earnout Period expires, or (C) such registration statement has been declared effectivetime as all Registrable Securities may be sold without volume limitations pursuant to Rule 144(k) of the Securities Act; (ii) prepare and file with the SEC such amendments to such registration statement and amendments or supplements to the prospectus used in connection therewith as may be reasonably necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities registered by such registration statement; , (iii) furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as each Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent Acquiror shall be required under the provisions hereof to cause the registration statement to remain effective; , (iv) use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each Holder shall reasonably request (provided that Parent Acquiror shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified), and do any and all other acts or things which may be reasonably necessary or advisable to enable each Holder to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; , and (v) notify each Holder, promptly after it shall receive notice thereof, of the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.

Holder Registration. (a) In case Parent The Company shall receive from a use its best efforts to cause the Registrable Securities (other than the Escrow Shares) held by each Holder or Holders who own to be registered under the Securities Act so as to permit the sale thereof, and in connection therewith shall prepare and file with the SEC not less later than 10% of the then outstanding Registrable SecuritiesOctober 5, 1998, a written request that Parent effect any registration statement covering all the Registrable Securities (other than the Escrow Shares) on such form as is then available under the Securities Act; PROVIDED, Parent shall (i) promptly give written notice of the proposed registration to all other Holders and (ii) use its commercially reasonable efforts to file within 45 days of the receipt of such request a registration statement (includingHOWEVER, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) covering the resale of the number of Registrable Securities for which registration has been requested by such initiating Holder or Holders, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request and specified in a written request received by Parent within ten (10) days after receipt by such Holders of such written notice from Parent that the rights granted hereunder have been invoked. Notwithstanding the foregoing, Parent shall not be obligated to register more than an aggregate of 350,000 shares of Parent Common Stock. If the amount of Registrable Securities requested to be registered by the Holders is greater than 350,000 shares of Parent Common Stock, Parent shall so advise the Holders that the number of Registrable Securities that may be included in the registration shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. In no event shall Parent be required to file a registration statement under this Agreement if it does not then satisfy the eligibility requirements for the use of Form S-3 under the Securities Act. Each each Holder shall provide all such information and materials regarding such Holder and take all such action as may be required by a Holder under applicable laws and regulations in order to permit Parent the Company to comply with all applicable requirements of the Securities Act, the Exchange Act, and of the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent the Company pursuant to this Agreement Declaration to register the Registrable Securities (other than the Escrow Shares) held by each such Holder. Notwithstanding the foregoing, the Company shall not be required (assuming no review by the SEC) to request acceleration of such registration statement for any date prior to October 15, 1998. The offering offerings made pursuant to such registration shall not be underwritten. Parent shall not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after one year from the date of this Agreement. Parent shall also not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after Parent has effected one such registration pursuant to this Section 2(a), and such registration has been declared or ordered effective. (b) Parent The Company shall (i) prepare and file with the SEC the registration statement in accordance with Section 2(a) 2 hereof with respect to the Registrable Securities and shall use its best efforts to cause such registration statement to become effective as promptly as practicable after filing (but no event earlier than the Effective Timeshall not be required to request acceleration for any date prior to October 15, 1998) and to keep such registration statement effective until the sooner first to occur of (A) the date on which all Registrable Securities included within such registration statement have been sold or (B) the expiration of thirty fifteen (3015) calendar days after the day on which such registration statement has been declared effective; (ii) prepare and file with the SEC such amendments to such registration statement and amendments or supplements to the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities registered by such registration statement; (iii) furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as each Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent the Company shall be required under the provisions hereof to cause the registration statement to remain effective; (iv) use its commercially reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each Holder shall reasonably request (provided that Parent the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualifiedqualified or is not otherwise subject to a general consent for service of process), and do any and all other acts or things which may be necessary or advisable to enable each Holder to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; and (v) notify each Holder, promptly after it shall receive notice thereof, of the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.

Holder Registration. (a) In case Parent Transferee shall receive from a Holder or Holders who own not less than 10% of the then outstanding Registrable Securities, a written request that Parent effect any registration under the Securities Act, Parent shall (i) promptly give written notice of the proposed registration to all other Holders and (ii) use its commercially reasonable best efforts to file within 45 days of the receipt of such request a registration statement (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) covering the resale of the number of Registrable Securities for which registration has been requested by such initiating Holder or Holders, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request and specified in a written request received by Parent within ten (10) days after receipt by such Holders of such written notice from Parent that the rights granted hereunder have been invoked. Notwithstanding the foregoing, Parent shall not be obligated to register more than an aggregate of 350,000 shares of Parent Common Stock. If the amount of Registrable Securities requested to be registered by the Holders is greater than 350,000 shares of Parent Common Stock, Parent shall so advise the Holders that the number of Registrable Securities that may be included in the registration shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. In no event shall Parent be required to file a registration statement under this Agreement if it does not then satisfy the eligibility requirements for the use of Form S-3 under the Securities Act. Each Holder shall provide all such information and materials and take all such action as may be required in order to permit Parent to comply with all applicable requirements of the Securities Act, the Exchange Act, and of the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent pursuant to this Agreement to register cause the Registrable Securities held by each the Holders to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith shall prepare and file with the SEC within five (5) business days following the Closing Date a registration statement on Form S-3 covering the Registrable Securities; provided, however, that notwithstanding the foregoing, the Company’s obligation to file such Holderregistration statement shall be contingent upon the Holders having previously furnished to the Company any information reasonably requested by the Company to be included in such registration statement as provided under Section 5 below. The offering offerings made pursuant to such registration shall not be underwritten. Parent shall not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after one year from the date of this Agreement. Parent shall also not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after Parent has effected one such registration pursuant to this Section 2(a), and such registration has been declared or ordered effective. (b) Parent Transferee shall (i) prepare and file with the SEC the registration statement in accordance with Section 2(a) 2 hereof with respect to the Registrable Securities and shall use its best efforts to cause such registration statement to become effective as promptly as practicable after filing (but no event earlier than the Effective Time) and to keep such registration statement effective until the sooner earlier to occur of (A) the date on which all Registrable Securities included within such registration statement have been sold or (B) the expiration 12 month anniversary of thirty (30) days after the day on which such registration statement has been declared effectivedate of this Agreement; (ii) prepare and file with the SEC such amendments to such registration statement and amendments or supplements to the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities registered by such registration statement; (iii) furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, documents as each Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent Transferee shall be required under the provisions hereof to cause the registration statement to remain effective; (iv) use its commercially reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each Holder shall reasonably request (provided that Parent Transferee shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified), and do any and all other acts or things which may be necessary or advisable to enable each Holder to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; and (v) notify each Holder, promptly after it shall receive notice thereof, of the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.

Holder Registration. (a) In case Parent shall receive from a Holder or Holders who own not less than 10% of the then outstanding Registrable Securities, a written request that Parent effect any registration under the Securities Act, Parent shall (i) promptly give written notice of the proposed registration to all other Holders and (ii) use its commercially reasonable best efforts to file within 45 days of cause the receipt of such request a registration statement (including, without limitation, the execution of an undertaking Registrable Securities held by each Holder to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued be registered under the Securities Act so as to permit the sale thereof, and any other governmental requirements or regulationsin connection therewith shall prepare and file with the SEC within forty-five (45) days following the Effective Time a registration statement in such form as is then available under the Securities Act covering the resale of the that number of Registrable Securities for which registration has been as may be requested by such initiating Holder or Holders, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request and specified in a written request received by Parent within ten (10) days after receipt by such Holders of such written notice from Parent that the rights granted hereunder have been invoked. Notwithstanding the foregoing, Parent shall not be obligated to register more than an aggregate of 350,000 shares of Parent Common Stock. If the amount of Registrable Securities requested to be registered writing by the Holders is greater than 350,000 shares of Parent Common Stock, Parent shall so advise the Holders that the number of Registrable Securities that may be included in the registration shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time Effective Time and in accordance with Section 4.4(b) of filing the registration statement. In no event shall Parent be required to file a registration statement under this Agreement if it does not then satisfy the eligibility requirements for the use of Form S-3 under the Securities Act. Each Reorganization Agreement; PROVIDED, HOWEVER, that each Holder shall provide all such information and materials and take all such action as may be required in order to permit Parent to comply with all applicable requirements of the Securities Act, the Exchange Act, and of the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent pursuant to this Agreement Declaration to register the Registrable Securities held by each such Holder. The offering offerings made pursuant to such registration shall not be underwritten. Parent shall not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after one year from the date of this Agreement. Parent shall also not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after Parent has effected one such registration pursuant to this Section 2(a), and such registration has been declared or ordered effective. (b) Parent shall (i) prepare and file with the SEC the registration statement in accordance with Section 2(a) 2 hereof with respect to the Registrable Securities and shall use its best efforts to cause such registration statement to become effective as promptly as practicable after filing (but no event earlier than the Effective Time) and to keep such registration statement effective until the sooner to occur of (A) the date on which all Registrable Securities included within such registration statement have been sold or (B) the expiration of thirty ninety (3090) days after the day on which such registration statement has been declared effective; (ii) prepare and file with the SEC such amendments to such registration statement and amendments or supplements to the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities registered by such registration statement; (iii) furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as each Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the registration statement to remain effective; (iv) use its commercially reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each Holder shall reasonably request (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified), and do any and all other acts or things which may be necessary or advisable to enable each Holder to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; and (v) notify each Holder, promptly after it shall receive notice thereof, of the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.;

Holder Registration. (a) In case Parent If at any time after the first anniversary of the Closing, the Company shall receive from a any Holder or Holders who own in the aggregate hold not less than 1050% of the then outstanding Registrable Securities, Securities a written request that Parent the Company effect any registration under for the Securities ActRegistrable Securities, Parent shall (i) promptly give written notice of the proposed registration to all other Holders and (ii) Company will use its commercially reasonable efforts to cause the Registrable Securities held by the Holders to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith shall prepare and file with the SEC within 45 60 days of the its receipt of such request a registration statement (including, without limitation, on such form as may then be available to effect the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) covering the resale of the number of Registrable Securities for which registration has been requested by such initiating Holder or Holders, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request and specified in a written request received by Parent within ten (10) days after receipt by such Holders of such written notice from Parent that the rights granted hereunder have been invoked. Notwithstanding the foregoing, Parent shall not be obligated to register more than an aggregate of 350,000 shares of Parent Common Stock. If the amount of Registrable Securities requested to be registered by the Holders is greater than 350,000 shares of Parent Common Stock, Parent shall so advise the Holders that the number of Registrable Securities that may be included in the registration shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. In no event shall Parent be required to file a registration statement under this Agreement if it does not then satisfy the eligibility requirements for the use of Form S-3 under the Securities Act. Each Holder shall provide all such information and materials and take all such action as may be required in order to permit Parent to comply with all applicable requirements of the Securities Act, the Exchange Act, and of the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent pursuant to this Agreement to register the Registrable Securities held by each such HolderSecurities. The offering made pursuant to such registration shall not be underwritten. Parent shall not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after one year from the date of this Agreement. Parent shall also not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after Parent has effected one such registration pursuant to this Section 2(a), and such registration has been declared or ordered effective. (b) Parent The Company shall (i) prepare and file with the SEC the registration statement in accordance with Section 2(a) 2 hereof with respect to the Registrable Securities and shall use its best commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable after filing (but no event earlier than the Effective Time) and to keep such registration statement effective until the sooner to occur of (A) the date on which all Registrable Securities included within such registration statement have been sold or sold; (B) the expiration of thirty (30) days after the day date on which Holders of all Registrable Securities are able to sell such Registrable Securities immediately without restriction pursuant to the volume limitation provisions of Rule 144 under the Securities Act within a single 90 day period, provided, however, that the Company shall provide each Holder with 10 trading days’ notice before rescinding the effectiveness of such registration statement has been declared effectivepursuant to this subparagraph 2(b)(i)(B); or (C) two years following the effective date of the registration statement; (ii) prepare and file with the SEC such amendments to such registration statement and amendments or supplements to the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities to be registered by such registration statement; (iii) furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as each such Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent the Company shall be required under the provisions hereof to cause the registration statement to remain effective; (iv) use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each Holder shall reasonably request (provided that Parent the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified), and do any and all other acts or things which may be necessary or advisable to enable each Holder to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; and (v) notify each Holder, promptly after it shall receive notice thereof, of the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; provided, further, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2 after the Company has effected one such registration pursuant to this Section 2 and such registration has been declared or ordered effective. (c) Notwithstanding subsection (b) above, if upon a termination of the effectiveness of the registration statement pursuant to Section 2(b), any Holder(s) would not otherwise be able to sell all Registrable Securities then held by such Holder within a single 90-day period under Rule 144, the Company shall take such actions as may be necessary, whether by filing a new registration statement or amending an existing registration statement, extend the effectiveness of such registration statement and keep such registration statement effective until such time as all such shares may be sold by such Holder under Rule 144 within a single 90-day period.

Holder Registration. (a) In case Parent shall receive from a Holder or Holders who own not less than 10% of the then outstanding Registrable Securities, a written request that Parent effect any registration under the Securities Act, Parent shall (i) promptly give written notice of the proposed registration to all other Holders and (ii) The Company will use its commercially reasonable efforts to file within 45 days of the receipt of such request a registration statement (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) covering the resale of the number of Registrable Securities for which registration has been requested by such initiating Holder or Holders, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request and specified in a written request received by Parent within ten (10) days after receipt by such Holders of such written notice from Parent that the rights granted hereunder have been invoked. Notwithstanding the foregoing, Parent shall not be obligated to register more than an aggregate of 350,000 shares of Parent Common Stock. If the amount of Registrable Securities requested to be registered by the Holders is greater than 350,000 shares of Parent Common Stock, Parent shall so advise the Holders that the number of Registrable Securities that may be included in the registration shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. In no event shall Parent be required to file a registration statement under this Agreement if it does not then satisfy the eligibility requirements for the use of Form S-3 under the Securities Act. Each Holder shall provide all such information and materials and take all such action as may be required in order to permit Parent to comply with all applicable requirements of the Securities Act, the Exchange Act, and of the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent pursuant to this Agreement to register cause the Registrable Securities held by each the Holders to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith shall prepare and file with the SEC in accordance with Section 2(b) below a registration statement on such Holderform as may then be available to effect the registration of the Registrable Securities. The offering made pursuant to such registration shall not be underwritten. Parent shall not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after one year from the date of this Agreement. Parent shall also not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after Parent has effected one such registration pursuant to this Section 2(a), and such registration has been declared or ordered effective. (b) Parent The Company shall (i) prepare and file with the SEC the registration statement in accordance with Section 2(a) 2 hereof with respect to the Registrable Securities at such time as the Company’s Board of Directors shall determine appropriate (in no event to be filed later than March 31, 2005) and shall use its best commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable after filing (but no event earlier than the Effective Time) and to keep such registration statement effective until the sooner to occur of (A) the date on which all Registrable Securities included within such registration statement have been sold or sold; (B) the expiration of thirty (30) days after the day date on which Holders of all Registrable Securities are able to sell such Registrable Securities immediately without restriction pursuant to the volume limitation provisions of Rule 144 under the Securities Act within a single 90 day period, provided, however, that the Company shall provide each Holder with 10 trading days’ notice before rescinding the effectiveness of such registration statement has been declared effectivepursuant to this subparagraph 2(b)(i)(B); or (C) two years following the effective date of the registration statement; (ii) in the event the SEC determines not to review such registration statement, request the declaration of the effectiveness of such registration statement as of a date within 5 days of such determination by the SEC; (iii) prepare and file with the SEC such amendments to such registration statement and amendments or supplements to the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities to be registered by such registration statement; (iiiiv) furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as each such Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent the Company shall be required under the provisions hereof to cause the registration statement to remain effective; (ivv) use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each Holder shall reasonably request (provided that Parent the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified), and do any and all other acts or things which may be necessary or advisable to enable each Holder to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; and (vvi) notify each Holder, promptly after it shall receive notice thereof, of the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; provided, further, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2 after the Company has effected one such registration pursuant to this Section 2 and such registration has been declared or ordered effective. (c) Notwithstanding subsection (b) above, if upon a termination of the effectiveness of the registration statement pursuant to Section 2(b), any Holder(s) would not otherwise be able to sell all Registrable Securities then held by such Holder within a single 90-day period under Rule 144, the Company shall take such actions as may be necessary, whether by filing a new registration statement or amending an existing registration statement, to extend the effectiveness of such registration statement and keep such registration statement effective until such time as all such shares may be sold by such Holder under Rule 144 within a single 90-day period.

Holder Registration. (a) In case Parent The Company shall receive from a Holder or Holders who own not less than 10% of the then outstanding Registrable Securities, a written request that Parent effect any registration under the Securities Act, Parent shall (i) promptly give written notice of the proposed registration to all other Holders and (ii) use its commercially reasonable best efforts to file within 45 days of cause the receipt of such request a registration statement (including, without limitation, Registrable Securities held by the execution of an undertaking Holders to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued be registered under the Securities Act so as to permit the resale thereof, and any other governmental requirements in connection therewith shall prepare and file with the SEC within thirty (30) days following the date hereof a registration statement on Form S-3 (or regulationsif such form is not then available to the Company, such form under the Securities Act as the Company may be required to use to effect the registration contemplated hereby) covering the resale of the number of all Registrable Securities for which registration has been requested an offering to be made on a continuous basis pursuant to Rule 415 promulgated by such initiating Holder or Holdersthe SEC under the Securities Act; provided, together with all or such portion however, if the Company shall furnish to the Holders a certificate signed by an executive officer of the Registrable Securities Company stating that, in the good faith judgment of any Holder the Board of Directors of the Company, it would be detrimental to the Company or Holders joining in its stockholders for such request and specified in a written request received by Parent within ten (10) days after receipt by such Holders of such written notice from Parent that the rights granted hereunder have been invoked. Notwithstanding the foregoing, Parent shall not be obligated to register more than an aggregate of 350,000 shares of Parent Common Stock. If the amount of Registrable Securities requested registration statement to be registered by filed within such thirty (30) day period, then, the Holders is greater than 350,000 shares of Parent Common Stock, Parent shall so advise the Holders that the number of Registrable Securities that may be included in the registration shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. In no event shall Parent be required Company's obligation to file a registration statement under this Agreement if it does Section 2(a) shall be deferred for a period not then satisfy to exceed thirty (30) days from the eligibility requirements for the use of Form S-3 under the Securities Act. Each Holder shall provide all such information and materials and take all such action as may be required in order to permit Parent to comply with all applicable requirements of the Securities Act, the Exchange Act, and of the SEC, and to obtain any desired acceleration of the effective date of delivery of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent pursuant to this Agreement to register the Registrable Securities held by each such Holdercertificate. The offering offerings made pursuant to such registration shall not be underwritten. Parent shall not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after one year from the date of this Agreement. Parent shall also not be obligated to take any action to effect any such registration pursuant to this Section 2(a) after Parent has effected one such registration pursuant to this Section 2(a), and such registration has been declared or ordered effective. (b) Parent The Company shall (i) prepare and file with the SEC the registration statement in accordance with Section 2(a) 2 hereof with respect to the Registrable Securities and shall use its best commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable after filing (but no event earlier than the Effective Time) and to keep such registration statement effective until the sooner to occur of (A) the date on which all Registrable Securities included within such registration statement have been sold or (B) the expiration of thirty (30) days after the day on which such registration statement has been declared effectiveRule 144 Availability Date; (ii) prepare and file with the SEC such amendments to such registration statement and amendments or supplements to the prospectus used in connection therewith as may be necessary to make and keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities registered by such registration statement; (iii) furnish to each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as each Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent the Company shall be required under the provisions hereof to cause the registration statement to remain effective; (iv) use its commercially reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each Holder shall reasonably request (provided that Parent the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified), and do any and all other acts or things which may be necessary or advisable to enable each Holder to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; and (v) notify each Holder, promptly after it shall receive notice thereof, of the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; and (vi) otherwise comply with all rules and regulations of the SEC applicable to the registration statement and the resale of the Registrable Securities thereunder.